The Book of Fearwing
by shademaster24601
Summary: A collection of Mini-stories featuring my O.C. from Fright Night in the Everfree Forest. Included are What-If versions, behind the scenes action and original stories, all focused on Season 2 of the show.
1. Chapter 1

The book of Fearwing

Chapter 1: In the wake of chaos

* * *

><p>It started out as typically normal day in the Everefree Forest. The birds chirped, small woodland critters went about gathering nuts and the like, and there was 50 foot hydra trying to run down a boar. Relaxing on a tree branch that over looked the chase, was none over than the master of fright himself. Fearwing lied back with his front hooves folded behind his head and his wings over the sides. He let out a content sigh as the whole being in his element thing kicked in.<p>

The boar and hydra charged by him and drew his attention. He smiled at the sight and called out to the the massive reptillian predator. "Yeah, go get him Camila! Heheheh, sweet girl." He got up from his branch and stretched out. "Speaking of sweet girls, I wonder how Pinkie and her friends are doing."

Fearwing flew off toward his house to check on Vincent and Edgar. Sure enough, they were fighting again. After a few minutes of yelling, flying around, and ruffled black feathers from all involved, Fearwing wrestled them into their time-out cages. He cleaned up the mess with a few grumbled words he used to hear father Pie shout in anger. After taking the time to reorganize the book-case they knocked over, Fearwing was caught off guard by a sound he wasn't ready for.

"Rain?" He said with a raised eyebrow. "On the sunniest day of the year? I'm all for blocking the light and sticking it to Tia every once in a while, but I was enjoying the good wea...oh my." What Fearwing saw completely boggled the mind. "Being a pegasus, I'm quite the accomplished expert when it comes to clouds, so I'm pretty sure they shouldn't be pink." He also noticed an odd color in the rain. Now, being more curious than cautious, Fearwing figured he had only one option, stick out his tongue and taste it. This part made our wicked friend even more curious. "Chocolate milk? Okay, this is too weird, I better go see Pinkie before the trees start talking to me." With a flap of his wings he shot up into the air, bursting through the clouds. After he breached the other side, he found that the fluffy pink mass stuck to his face. Fearwing tasted something sweet. He licked the cloud off his face. "Cotton candy, right." He smiled. "Heh, If Twilight saw this, she'd probably have a fit...and now I have something fun to try. Mwahhahahaaahhh, crud I can't. The bet. Now I need a hug from baby sis." On that thought, Fearwing flew off toward Ponyville.

* * *

><p>Sugarcube corner had become a shelter for those seeking to escape the strange weather. It was rather inventive, they sprung a leak and they started using glasses to catch it. Then they served it complementary with every order of donuts. The bakery was filled with chatter about weird things happening all over town. Bunnies were suddenly growing long legs and rampaging through gardens, water was begining to float into the air, and all the pools were now filled with gelatin. It frightened everypony to a high degree and they hadn't heard any word from Princess Celestia in regards to it.<p>

The gab was silenced when the doors were thrown open and a gust of salt and pepper wind blustered on through, sending a certain black pegasus right into the counter. Fearwing sat there dizzy from the ride he was just sent on. Mrs. Cake rushed over to help him up. "Are you okay dear?"

He nodded while rubbing the back of his head. "Yeah, I'll be alright, but this has got to be one of the most chaotic storms I've ever seen."

Mr. Cake joined them after helping fight back the weather to close the door. "You can say that again. Why just not a few hours ago, we tried to fill an order for a few loaths of bread. No sooner do we put them in the oven, than they start rising out of control."

Mrs. Cake finished. "We had to beat the mass of raw to subdue it. It got away though. It's probably out there training, getting stronger."

Fearwing figured it would be a good idea to stop saying things couldn't get any freakier. "Sorry for your troubles. Is my sister here? I wanted to check in on her and her friends."

shook his head. "She went off to Sweet Apple Acres to help Applejack."

The pegasus let out a sigh. "I'm gonna have to go out there again? This day just keeps getting better." He got himself up and ready for take-off, thenhe turned to them and asked. "Can I get a french cruller to go?"

Mrs. Cake happily obliged. "Here you go and that comes with a free chocolate milk."

Fearwing smiled and nodded. He ate the cruller and chug the chocolate milk. "Thanks." then he shot straight out the door into the messed storm of sugar and spice.

* * *

><p>Popcorn...lots of popcorn. It spread through the fields in mounds, for as far as the eye can see. Thankfully, the weather there had been put under control, quite literally, tied up and put to rest under a tree, where mutant bunnies were going at it like crazy. In the midst of this madness, Big Macintosh was searching through the puffed up mess franticly.<p>

Fearwing flew over and spotted the red stallion in his distress. He hovered over him with an inquisitive look. "Hey there."

Big Mac didn't look up, he just stuck his head out for a quick "Howdy."

The black pegasus just chalked the lack of attention to the craziness. "You're A.J.'s brother, Big Macintosh, correct?"

Still focussing on his search he reeplied with a rushed "Eeyup. Hey, listen, can we wait for the introductions? I've got a big problem."

Fearwing was a bit concerned. "Any way I can help?"

Big Macintosh was real worried. "Applebloom..."

"Yours and A.J.'s little sister?" Interrupted Fearwing.

The red stallion went on. "Yes. She was out here helping clean up, then that crazy wind up and lifted her into the air, then tossed her into the popcorn and I haven't seen her since."

Our dark, winged friend felt Big Mac's pain. When they were little, Pinkie got lost during a game of hide and seek. "Maybe I'll have better luck with an air view." He flew over the popcorn like an evil stain across a field of snow. It took some searching, but he eventually spotted a red bow sticking out of the corn. "Ah ha!"

Fearwing reached in and pulled the filly out. Applebloom shook the popcorn out of her mane. "Thanks a bunch Mr. Fearwing. I think I got something in my eyes when that there wind picked me up. I couldn't see anything."

He flew her back toward Big Macintosh. "Don't mention it. As long as I've got ya, could you tell me where your sister and the gang went?"

She nodded. "They had to go to the palace. Princess Celestia said it was real important. Matter of fact, I'm home early cause our class field trip got cut short."

Fearwing placed her infront of her big brother and rubbed his temples. "Perfect, what started as a nice trip to see my sister is now turning into a visit to her royal ego. You two should probably get inside before something else crazy happens." They did as told and Fearwing flew off toward Canterlot. In his head he went over and over, "There is no way this could get any worse."

* * *

><p>(a few minutes later.)<p>

"Oh, come on!" Fearwing shouted as he glared below. The entirety of the castle's hedge maze had completely vanished. It was just a big crater, devoid of life. Fearwing was starting to become un-nerved. "What in the name of all things creepy is going on in Equestria today?" To his surprise, he heard laughing. It was weird, like maniacal with a hint of excited joy. Fearwing got in for a closer look.

At the center of the crater, the cause of the laughter was tossing about, just projecting his enjoyment. Fearwing landed behind him with a look of curiosity. A draconequus, first one Fearwing ever saw, but he knew his monsters. The creature finally broke his laughter to speak. "Oh those ponies! Heheheh, so easy to manipulate. It's like they weren't even trying and the aftermath. Bahahahah! Oh I wish I had a camera."

Fearwing's attention locked on the word 'six'. "Hey." He said in a loud and demandng tone.

The creature was surprised by this and turned to him with an inquisitive look and a smile. "Oh, hello there. I didn't here you land."

Fearwing glared at him. "Yeah, I could tell. I like to laugh too, mind sharing the joke?"

The creature tried to hush a giggle. "Well, it's really quite the interesting story. You see, I've ben trapped in stone for an incredibly long time."

Our dark friend's eyes lit up with realization. "The draconequus statue in the garden. You're Discord."

Discord took a bow. "In the fur, claws, scales, and horns. You've heard of me?"

"I know the story, but please go on." said Fearwing calming his expression.

Discord nodded. "Thankyou. Well as you can see, I've been released and I've been spreading a merry amount of chaos all over the place. Now, dear Celestia thought it would be a good idea to bring in some help from her guardians of the elements of harmony."

"Pinkie..." Fearwing's black coat went slightly pale when he thought of what this fiend might have done to her.

"Oh I liked that one." Said discord through a smile as he caught the name. "She had this care free spirit about her. Like she was just living for the happy, like me, but I digress. You see, I had a feeling Celestia might try to pull the elements on me again, so I took the liberty of hiding them. Twists and turns are my master plan, then find the elements back where you began. that brought them here, which is funny for it's own reason, but once they were here I got to hve some fun."

Fearwing growled. "What did you do?"

Discord was slightly taken aback. "Temper temper. It's rude to interupt." He smiled again. "First I took Twilight and Rarity's horns, then Fluttershy and Rainbow's wings, so everypony was on an even playing field. Then I split them up, so they lost eachother in the maze. One By one I twisted them around. Truthful Applejack became a liar, Pleasant Pinkie became a grouch, Sweet Fluttershy became a rather nasty number, generous Rarity became a greed obsessed hoarder,and ever loyal rainbow ditched her friends to save her own home, ruining the game and sealing the fate of Equestria. I won, they tried their best and the best part is, they never stood a chance in the fist place. Hahahaha, it's just so hilarious."

The black pegasus shook his head. He refused to believe it. All he knew for sure is that this guy was really getting on his nerves. What happened next was a burst of pure anger. Fearwing gave a defiant snort, then shot off the ground like a cannon shot with respective boom. He was locked on Discord and in a few seconds, shut the demented creature up with a direct hit. Discord fell to the ground with a loud thud and Fearwing kept upthe attack. They brawled for a bit then Fearwing put Discord in a headlock.

The masters of fear and chaos seemed to be evenly matched physically, but Discord was done with it. "Oh, really now, that was just rude. I was right in the middle of my triumphant victory laugh."

Fearwing put all his strength into keeping his opponent down. "Do you really think I care?"

Discord gave a sinister little smile to the situation. "Strong you may be, but magic..." He blinked, vanished leaving Fearwing stunned, and then reapeared behind him. "...you are most certainly not."

Fearwing lunged at him again, only to have his target teleport again. this process repeated four times until Fearwing stopped and then stomped in frustration. "Hold still you egotistical fruit-cake!"

Discord laughed a little. "Hahahahaha, and I thought the others were fun. You are simply a scream."

Our hero was getting tired. He thought that he'd be angrier, but he figured he was so enraged that he'd gone full-circle. Speaking of circle, he got an idea. he started flying arond Discord at an increasing speed. Fearwing's smile grew as he watched the world around him start to blur. He figured he'd top off the hurricane with his signature evil laugh. To his surprise, his laugh was interupted by another. He looked into the funnel and Discord was riding the wind on a surf board he pulled out of thin air. Fearwing was for all intents and purposes, dumbstruck. He pulled a sudden stop, fell to the ground with a plop and panted with exaustion.

Discord had turned his board into an umbrella and driffted down smoothly. He turned the tip to the ground, then gave a mocking look to his opponent. "Wonderful, simply wonderful. Oh, what game shall we play next? I'm up for some bowling or maybe 52 pick up." Fearwing remained speechless. Discord gave a wicked grin. "Honestly Fearwing, I see no reason for us to be enemies." He took notice of our hero's shock. "That's right, I know who you are, just as I knew the elements. The joy you take in terrorizing other ponies, the way they would fly into a panic when facing one of your home-made monsters. If that isn't chaos, then I need to get reaquainted with my job. Since you're so keen on challenging me, I'll throw you a bone. You're at your best intimidating others, let's see what we can do with that."

Discord placed the tip of one of his eagle talons on Fearwings forehead. The pegasus cringed, he figured Discord would warp him like he did the girls. There was a moment of suspense, but that turned into confusion. Nothng happened. Discord pulled his finger back and looked at it inquisitively. He tapped Fearwing's head again, still nothing. Once more and still no reaction. "Odd...my magic doesn't seem to affect you. Although, I should have guessed, knowing who your mother is."

Fearwing's eyes shot open. "What? You...you know who my mother is? My _real _mother?"

Discord nodded in a mock sympathy. "Uh-huh." he then went back to an evil glare/grin combo. "But that, my dear boy is something for another day. Now if you don't mind, I'm going to check on how the downward spiral is going with your sister and her goodie-goodie friends. Chow." He twictched his nose and vanished in a flash of light.

Fearwing shook his head. This had to stop. In a last bit of hope, he flew toward the palace, praying that there was still somethings Discord couldn't mess with.

* * *

><p>The palace wasn't as bad as Ponyville, but it still suffered. Marble collums were now twisted every which way, the carpet was bloctching to the ceiling like in a lava lamp and the plants were flying around via little wings on their pots. Fearwing became even more concerned about how this would turn out. If Discord's chaos reached the royals, then what hope was their for the rest of Equestria.<p>

As he marched through the halls, making his way to the throne room, Fearwing noticed something off. "This isn't right and not just the trippy decore. Where is everypony? usualy I've got at least five guards after me when I come to visit." As he reached the door to the throne room, he couldn't ignore the small grinding sound coming from the ground next to him. he glanced over and then got in closer when the spectical caught his attention. It was four of Celestia's personal guards. they had been turned into tin wind-up toys. As Fearwing watched them march about in a circle, he couldn't help but comment. "Oh, this is not an encouraging sign."

He opened the large doors and when he put his head inside, he was met with a happy and familiar voice. "Fearwing!"

It was Luna, Fearwing would know her voice anywhere. "Oh, Luna, you have no idea how good it is to hear your voice." He came in the rest of the way, fixing his eyes on Luna and Celestia, sitting next to eachother at the end of the room. Fearwing flew over and gave _Luna_ a big hug. "Discord has been twisting everything in everyway he can. The weather, the animals, the guards, even my sister and the gang. But seeing you safe and normal is just what I need to lift my spirits."

There was a bit of awkwardness, but then Luna's voice spoke to him again. "Uh, Fearwing. I'm over here."

Fearwing turned his gaze when the voice didn't come from Luna. He turned his head and saw what he thought was Celestia, but further inspection revealed Luna's teal eyes looking back at him. "Luna?" Celestia/Luna nodded. "Then that means I'm hugging.."

What he thought was Luna confirmed his deduction in Celestia's voice. "It's good to see you too."

The black pegasus pulled back in a second. "Ah! What happened."

Celestia answered, feeling weird in her little sisters form. "Discord happened."

Luna explained. "After Twilight Sparkle and the others left for the hedge maze, Discord came back to the palace. He got into some taunting speech regarding me turning against Tia after he saw how close we were when we first sealed him in stone. He got all preachy about how sisters shouldn't fight and then, these are his exact words,"What you need is some time in each other's hooves.""

Celestia looked to the ground. "We've been stuck like this for hours."

Fearwing looked puzzled. "You can't reverse it?"

Luna answered. "We aren't able to wield our magic in the other's body, but enough about us. We saw what happened out there. Are you okay Fearwing?"

The black pegasus narrowed his eyes at the question. "Okay? Heh...Okay? Let me tell you how my day has been. First I'm thinking, this is going pretty good, no problem. Then I look out my window to find it's raining chocolate out of cotton candy clouds. Then I get tossed around by some kind of spice wind, I'm looking high and low to make sure my sister's alright, I come here and some mish-mash of living crazy tells me she and her friends have been all mixed up, then I try to find comfort from my best friend, only to find she's been turned into her older sister. So yeah, it's been amazing!" His anger turned into despair, then tears started to well up in his eyes.

Luna looked at him with great sympathy. She approached, then knelt down and gave him a little nuzzle to comfort him. "Hey, come on now. Where's that cool, relaxed, positive guy that was bold enough to make friends with Nightmare Moon? It'll be alright."

Fearwing stopped himself from crying, but the sorrow in his voice was still obvious. "He out-me'd _me . _I couldn't do a thing to phase him. If what he said is true, then I don't know if the girls can do anything either. And, Luna, I apreciate the gesutre, but getting all close like this while you look like Tia is starting to creep me out."

Celestia took a bit of mock ofense. "Hey."

The three of them shared a laugh, then they gave a relaxed sigh. They felt a little better. They weren't happy, but they weren't in a total loss anymore. Fearwing lied back between the girls and stared at the ceiling. "I guess there's nothing left to do, but wait and see."

Luna took on a sour expression. "Now, what kind of talk is that?" She stood up and made sure Fearwing's attention was fixed on her. "Is this the same pegasus that I met my first night back? Where's the crafty stallion who devised away to drive six ponies from their quest to save Equestria? Who put together some of the most complex and inventive tricks and contraptions ever devised, just to make these brave heros scream, and almost won? Are you really going to sit there and tell me that the one and only Fearwing Shadowhoof, master of fright, and most diabolicaly intellegent mind in equestria, is going to sit there and do nothing while chaos runs rampant?"

Fearwing sat up. "You're right." He took a proud stance. "I'm not gonna take this sitting down. If Discord wants to try and play the villain game, then bring him on. I'm not gonna let him out-think me. I'm gonna put him in his place!"

Celestia smiled at his display of valiance. "If anypony can, it's you. Now, tell us. What is your evil plan to save the world?"

Fearwing pondered thoughts swirled around that brilliant mind of his. "Hmmm, think think think." He went to the air and started flying around the room in no discernable pattern. "Think think think, gotta fly around and think at the same time, gotta think gotta think." He glanced over to Clestia and his attention was driven to her. "Huh?"

Noticing his stare, Celestia posed the obvious question. "What is it?"

He got in close for a better look. "Luna, you look different."

Luna raised an eyebrow. "Of course I look different, We've switched bodies remember?"

Fearwing waved off the retorical. "No, I mean your coats much darker and your mane kind of looks lik it did when you were Nightmare Moon. Plus, I think you got taller. When did _that _happen?"

She blushed a bit. "I went through a bit of a growth spurt and the coat and mane just went with it. Never mind that, did you think of anything?"

He looked glad she asked. "You better believe it. Celestia, Where do you keep your letters from Twilight?"

Celestia seemed puzzled. "In my room. Why?"

Fearwing put on one of his signature grins. "Simple, we're going to send all of them back." The girls looked even more confused. He tried to explain as fast as he could so he wouldn't run out of time. "Okay, listen. Discord said he inverted the personalities of Pinkie, Applejack, Rarity, Fluttershy, and Rainbow, but he didn't say anything about Twilight. The only reason he would switch them around like that is because all the traits that made them in sync with the elements would now be out of the picture. All the things that made them friends was replaced by what would drive them apart. Twilight's element, magic, she was able to draw on that power because she believed in her friends. If she loses that belief, then she'll be corrupted and Discord really does win."

Luna figured where he was going. "So, we don't let her lose that belief."

With this new plan established, the three of them set to work sending back Twilight's letters. It took time, because they had to go one by one as to not make Spike too sick. In the sum of a few minutes, their work was done. Celestia turned to Fearwing as he made his way to the window. "What now?"

Fearwing spread his wings. "Now I go down to Ponyville and see if it worked and to help out any way I can. If I don't make it..."

Luna interrupted with a blush. "I...love you too."

He wasn't expecting that. "I was gonna say it was nice knowing you two, but...uh...thanks." With that bit of awkwardness, he took off out the window.

Celestia giggled a bit. "Smooth move, sis."

Luna blushed redder. "Shut up."

* * *

><p>Fearwing couldn't believe his eyes. He thought it was bad before, but his was just a mess.. Green, grassy hill-sides were turned all sorts of colors, water as flowing up, and there was any earth pony just floating through the air with a real crazy look in her eyes, making faces in all directions. Discord was going to plunge the world deeper into chaos until it broke like an over-played-with toy.<p>

Through the twisted thing that was once Ponyville, Fearwing had one thought running through his head. "Please let this have worked. Let no bad happen." He flew around the roof tops and down the block toward the library. He saw trouble at Sugar Cube Corner, the dough monster Mr. and Mrs. Cake fought off got stronger and came back for revenge. Fearwing went wide yed, but kept flying. "I gotta learn not to tempt fate so much."

He made it to his destination. He was about to knock, but twilight opened the door before he could. Upon seeing eachother, their eyes lit up and smiles slipped across faces. They didn't need words, in seconds They were wrapped in a hug and inches off the ground. Fearwing placed his scholarly friend back on the ground. Twilight had a look about her that seemed she was going to cry of sheef joy. "Fearwing, you have no idea how good it is to see a friendly face."

He smiled warmly. "You're telling me. I couldn't get here fast enough, Discord's turned this town into a mad house. I know about what he did to my sister and the girls, are you okay?"

Twilight seemed disheartened. "He took my friends from me and left me alone." She took a braver stance. "I'm going to get them back."

Fearwing took a hidden sense of pride that his plan worked. "That's the spirit. You go get them back."

She seemed confused. "You're not coming too?"

He relocated next to her so they were both faced the open world. "Discord knows too much. Look around, he's spread himself al over the place. Someone's gotta keep his attention while you gather the calvary. Besides, I want a rematch." Fearwing went to the air, then circled back and hovered before her. "And Twilight, make sure my baby sister's back to that bouncy pink piece of happy we all know and love by the time I get back."

Twilight gave a nod and a smile. The two went to their tasks with a tune in their hearts that said they were going to win.

* * *

><p>Discord was just soakng in all the mayhem that surrounded him. He skated down the soap road without a care. With a pirouettejump combo, he finished with a grand pose on a toppled apple cart. He let out a content sigh then admired his work. A robin flew by upside-down while barking like a dog. The simple things are what touched him the most about what he did. "Ah, I couldn't picture a better day. I've been set free from that dismal prison, I had some fun with Celestia and her gang of friendship driven ponies, and all of Equestria has become my canvas for a whole big master piece of chaos. Mwahahahaha! It feels good to be on top!" His rant was cut off by a taunting whistle, then something splattered on the back of his head. Discord brushed the forein object off his scalp and discovered his hand was covered in some sort of pink glop when he pulled it back. It smelt sugary. "Frosting?" He tasted it. "Strawberry? Hmph, I preffer chocolate."

"Hey," Came a familar and determibned voice. Discord turned, only to be hit in the face with a second cupcake. Fearwing leaned against a barrel, tossing and catching one last pastrey in his hoof. "We have some unfinished buisness."

Discord simply licked the splattered treat off his face. "Mmmm, quite nice. That a family recipe?"

Fearwing smiled. "Pinkie's specialty, but enough of that." He tossed the cupcake aside. "I've come to settle this."

"Really?" Discord approached with an unamused expression and looked Fearwing in the eye. "Last time didn't go so well. What makes you think you can do anything now?"

Fearwing smiled. "I wasnt thinking straight. I was frazzled with all that was going on. I think you'll find me a better sport now."

Discord laughed a little. "Hmhmhm, such confidence. Very well, what do you suggest?"

Fearwing thought of the most time consuming thing he could. "You like riddles, let's make a game of it. We take turns asking eachother riddles, if one of us can't answer the other's riddle, then the lose."

"And we can ask whatever we want?" Asked Discord with enthusiasm at the idea.

Our dark winged hero nodded with pleasure his plan was working. "Of course."

Discord gestured to the right and a table with two seats had appeared out of thin air. Discord took his spot and waited for Fearwing to take his. "Challenger makes the first move."

Fearwing kept a matching level of pleasentness. "At night, they arrive without being fetched. By day, they are gone without being stolen. What are they?"

The chaos spirit didn't even pause to consider. "The stars. I never was, am always to be. No one ever saw me, nor ever will. And yet I am the confidence of all, To live and breath on this terrestrial ball. What am I?"

Our dark friend smiled as he answered with ease. "The future. The pony who makes it, sells it. The pony who buys it never uses it and the pony who uses it doesn't know they are. What is it?"

Discord took on a rather monotone expression. "A coffin. I thought Celestia was grim." He smiled again as he continued. "Each morning I appear To lie at your feet, All day I will follow No matter how fast you run, Yet I nearly perish In the midday sun. What am I?"

Fearwing thought for a moment, then spoke with a hint of doubt. "A shadow. What does man love more than life Fear more than death or mortal strife What the poor have, the rich require, and what contented men desire, What the miser spends and the spendthrift saves And all men carry to their graves?"

Discord was amused. "Now it's getting complex. The answer is Nothing. Now, If you break me I do not stop working, If you touch me I may be snared, If you lose me Nothing will matter. What am I?"

Fearwing was starting to feel the edge. "A...a heart!"

"I'm getting to you, aren't I boy?" Discord said with a mocking venom in his voice.

Fearwing thought for a moment. "The more you have of it, the less you see. What is it?"

Discord smiled, still unphased. "Darkness. Oh, here's a good one. On my way to St. Ives, I met a stallion with seven wives. Each wife carried seven sacks, each sack held seven cats, each cat had seven kits. Kits, cats, sacks, and wives, how many went to St. Ives?"

Fearwing was sure of this one. "One. It cannot be seen, it cannot be felt, Cannot be heard, cannot be smelt, Lies behind stars and under hills, And empty holes it fills. Comes first follows after, Ends life kills laughter. What is it?"

Discord seemed to be loosing interest again. "Again, the answer is darkness. Be more creative. This thing all things devours, Birds, beasts, trees, and flowers. Gnaws iron bites steel, Grinds hard stones to meal, Slays king, ruins town, And beats high mountain down. What is it?"

Our friend was thinking hard on this one. After a minute of pondering, he answered. "Time. Now I have one big one for you."

There was a slick smile that spread across the chaos spirit's face. "Lay it on me."

Fearwing gave a wicked little smirk. "What do I keep under the loose floor board back at my house?"

Discord was shocked. "Th...that's not a riddle."

Fearwing brushed off the complaint. "Aren't you the one who wanted the rule that we could ask anything? I asked a question, now answer it."

The draconequus bit his bottom lip. "Well, I can't but.."

"Oh!" Said Fearwing with mock surprise and a smile. "You can't? Well, that means I win, now doesn't it?"

Discord was mad. His gray face turned red and steam shot out his ears. "No fair! You cheated!"

The black pegasus remained unphased by the anger. "I played by the rules that _you _helped specify. I simply out-played you."

Discord glared at him. "Fine. I have a new game. One that you might be familiar with. It's called twister!" Discord spun around at an increasing speed, until a funnel of wind with incredible strength stood in his place. The chaos spirit stepped out and gave it a push in Fearwings direction.

Our wicked friend was picked off the grounf. "Woah!" He was spun around and around and around.

Discord appeared at the eye of the mini storm, holding a wrentch in his lion paw. "Hate to throw a monkey-wrentch in your plans, but I'm the only one who plays mind games around here." he tossed said wrentch at Fearwing and sent him flying and I mean really flying. All you could see was a black and white blur shooting through the air back toward the palace. Discord was happy to have gotten the last laugh. 'Now that that mess is out of the way. Where was I?" Heremembered and with a whip crack of his snake tail, he turned the table into a sinister looking throne. He sat back and continued to bask in the full glory of his chaos.

* * *

><p>Luna and Celestia were worried. They knew Fearwing was a force to be dealt with, but Discord was on a whole other level. One thing that bugged Luna more than anything, as she paced up and down the hall, was what her last words to him were. "I can't believe I just blurted that out."<p>

Celestia felt for her little sister. She had her share of awkward moments in relationships. Normally it would just be a matter of draping a wing over her little sister, but now Celestia found herself on the shorter end of the preverbial stick. She lifted off the ground a few inches and gave Luna a comforting hug. "There, there it's nothing to be ashamed of. The two of you care very deeply for eachother. That's understandable, because for a while, the two of you only had eachother to rely on."

Luna felt she needed to correct her sister. "Well, aside from you of course."

The day princess nodded. "True, but I'm your older sister. Sometimes you need to find comfort outside the family. Plus Fearwing and I haven't always gotten along."

The younger sibling was curious. "Hey, I've always wanted to ask. When did you first meet Fearwing?"

Celestia smiled. "Now that's a memory to smile at. I remember it was just about two years before you returned from your exile. I was about to leave for my daily raising of the sun, when _he _showed up. I didn't even know just what he was at first. There was a massive bat-like creature that blocked me before I could leave. i tried going around it, but it met me at every turn I could make. I grew tired of it, so I lit a small spark on it's tail. I only meant to scare it off, but the matierial it was made out of caught into a blaze almost instantly."

Luna gasped. "Was Fearwing okay?"

Her older sister nodded with a smile. "He and his ravens tumbled out of the disaster without a scratch. I remember that it was one of the few times I got mad. I asked him what the meaning of his assault was and he took a stern stand before me and said "The bats are not happy! They hold a roost on the mountains of the everfree forest and you raise the sun too close to their home. You've nearly blinded half of them." Well, I felt terrible. I was causing pain to inocent creatures and this brave pegasus confronted me without a care of who I was. The guards were a bit more agressive than I and they rushed him. I don't know where he learned to fight, but he knocked out five highly trained stalllions on his own. I'll never forget how he made his grand exit. Shaking a hoof and turning to me with an angry stare, he shouted "We'll meet again Celestia"".

Luna seemed disheartened. "You don't approve of my feelings for him, do you?"

Celestia gave her a tender nuzzle. "Don't be silly. After all that Nightmare Moon mess, I was so worried that you wouldn't be able to recover from your guilt. When Fearwing First barged into the palace demanding to see you..."

"He did?" This was the frst Luna ever heard of it.

Celestia was shocked. "I was sure he would have told you. He kicked in the front doors yelling where is she and the guards were all over him. They were getting tossed away as fast as they were moving in. I just assumed this was just another ploy to rebel against me, but when he called for you by name, I got to thinking. Next time he showed up, I was the first to meet him at the door and the first to welcome him in."

Luna giggled a little. "He was suspicious wasn't he?"

Celestia laughed with her. "It was like he was waiting for them to launch out of the walls." She gave her sister another nuzzle. "Don't worry. Knowing how much he cares about you, i'm sure he'll come right throuh those doors." There was a loud crash of stained glass windows breaking and then the girls were knocked over by a dizzy Fearwing. Luna landed on Celestia and pinned her sister under her own weight. The two looked to see what hit them and saw Fearwing sprawled on top of Luna with a real dazed look and holding a wrentch in his hooves. Celestia corrected herself. "Or this. This is okay too."

Luna was frightened and worried about him. "Fearwing, are you okay?"

He kept that dazed, cross-eyed, exausted look as he managed a confused reply. "Where's the leak ma'am?" Luna sat up, held Fearwing in frnt of her and shook him a little to straighten his senses. It worked. "Huh? Oh, hi girls."

Celestia asked the obvious question. "What happened?"

Fearwing brushed himself off as Luna put him down. "I spun the chess board when he wasn't looking and then he threw it off the table."

Celestia was confused, but Luna cleared it up. "Fearwing cheated and Discord was a sore loser."

Fearwing smiled. "But it worked. Twilight's faith in her friends is stronger than ever. It won't be long now before she rallys them to the cause and the six of them put Discord backin his place as a garden decoration."

Luna was happy to see his confidence, but wondered if it was well placed. "How are you so sure?"

He shot her a clever smirk and answered. "They beat us, didn't they?"

No sooner did he finish that sentence, than everything that was twisted around the palace start to glow. When the light show faded, the guards were fixed, the collums returned to their shape, carpet was fixed and plants were firmly back where they rested before the chaos. Fearwing was amased by the miraculous recovery of all things that were messed up, even the window he busted through was repaired. He turned his attention back to the girls. They were in some sort of shock for a few seconds and Fearwing figured out why. When he saw what looked like Luna, it really was Luna. The siters had switched back to their old selves and celebrated with a hug, then were tackled by Fearwing in a group hug that proved he was his sister's brother.

For those of you who know how the story of The elements vs. Discord ended, then you're familiar with the big celebratory ending that honored them as heroes once again and made referrence to another story we've all become familiar with.(insert Chewbacca sound here.) The girls were united as friends once more, peace was returned to Equestria, and everypony turned up to celebrate.

Save for two, who hid in the rafters while this was taking place. Luna snuggled up next to Fearwing as they lay side by side watching Celestia address the heroes and the crowd. "You should be down there. If it weren't for you, Discord would have run rampant forever."

Fearwing draped a wing around her and brushed off the remark with a smile. "Nah, they're the heroes here. They put Discord back in his eternal prison, I just egged him on while they got the real work done." He smiled at the sight of his sister and her friends. "You know, maybe I'll hang around them more often. I mean, just look at how far I've come since I first met them. I went from creepy miser hiding in the woods, to having some great friends all over Ponyville and Canterlot." He gave her a nuzzle. "And don't think I've forgotten the one who started it all."

She blushed. "It was a well worth decision. I can't help, but feel that something's bothering you."

He looked down about something and was silent for a few seconds. "Discord's magic didn't work on me like it did on everypony else. He said it had something to do with my mother and that he knew who she was." He was silent again and could tell something touched with Luna as well. "Luna...if you and Tia knew something about that, you'd tell me right?"

Luna was surprised by this question. There was a conflicted look about her, but she only manged to nuzzle him again. "Right now, all you have to know is that Me, my sister, yours and all her friends are here for you, no matter what. And about what I said..."

Fearwing stopped her there. "It's alright." He rested against her and she returned the affection. "If roles were reversed, I think I would have said the same thing." They stayed together till the end of the ceremony, then they joined Celestia and the girls for an after party at Twilight's library. Friendship had once more conquered evil and Equestria was safe, and _that_ was something to think about.


	2. Chapter 2

The Book of Fearwing

Chapter 2: Black and White

* * *

><p>Night time in the castle. Celestia layed down nice and cozy in front of the fire place of her study, reading the latest letter from her faithful student and all her friends. It was a lesson well learned. Celestia let out a sigh, she still couldn't believe Twilight would do something so reckless like abusing the want-it-need-it-spell. To cause such mayhem and for what? Because Twilight was afraid she would react without mercy if she was late with one letter? That part hurt her...afraid of her. Like when Fluttershy took Philomena into her care without telling her. Celestia couldn't believe what harsh punishment was being anticipated of her. Was she really that cold, did all her subjects think of her this way?<p>

Another long sigh and a saddened look came over her. Celestia sprawled out, chin to the rug as she moped. Then something strange occured. A cold breeze brushed by her, sending a shiver through her. She sat up and looked to the window, which had been blown open. "That's odd." She said with a confused look. "It didn't seem that windy while I was out earlier." Celestia fixed her gaze on the window and her horn began to glow. The window shut and Celestia returned to her relaxation.

She took a sip of tea and used her magic to pull a good book off the shelf. However something caught her attention from the corner of her eye. It was a small, dark cloud. It floated around the room, did a few loops, then hovered in front of the princess of the sun. Celestia didn't know what to do with it, she just poked it with her front-right hoof. When she did, Fearwing popped out and got right in her face. "Good morning sunshine. The dark says hello."

Celestia was surprised, but smiled. "Fearwing, I thought things seemed a bit spooky."

He exited the cloud, brushed it until it vanished, then did a mid-air roll over Celestia. "Oh, no, nothing spooky. That would suggest I broke my deal with Luna. I was just being creative while hiding from the guards." He came face to face with her. "But let me get out of your mane." Said the black pegasus as he playfully brushed it with a flick of the wrist. "I'm taking Luna to a late double-feature at Silver Screen's theater. Temptation:Queen of The Vampires, followed by Frankenstallion: The Colt Who Made a Monster. Not the classic black and white, but the remakes that more closely follow the novels. It's going to be so awesome."

Celestia seemed kind of down. "I hate to tell you this Fearwing, but Luna isn't home. She's on important buisness in Trottingham, she won't be back until Nightmare Night."

Fearwing looked crushed. "What? Wh...why didn't she tell me?"

She looked away. "Well, it's a very crucial meeting to decide on a replacement for the corrupt sheriff, who's fighting tooth and hoof to hold his position. She knew if you knew, you'd follow and she thought that romance would distract her."

He just plopped on the rug looking sorry for himself. "My fillyfriend ditched me. I already got the tickets and I had to pull to get the second. Now it's going to waste."

Celestia felt sorry for him. She draped a wing over him to console him. "I'm sorry. Look, why don't you ask one of your sisters?"

Fearwing kept his gaze to the ground. "All busy. Octavia has a concert, Photo Finish has a string of cover shoots to do, and Pinkie is helping the Cakes with a big order of snikerdodles. Who orders 5000 snikerdoodles in one order?"

She smiled and hushed a giggled trying to escape her lips. "A certain princess, who has a powerful sweet-tooth, is able to eat as much as she wants and not gain an once, and controls the night."

He laughed. "Ah, she is just wonderful. When she gets back I'm gonna love and tolerate the heck out of her. Ohhhhh, what am I gonna do Tia?"

Celestia thought for a moment. "What about Twilight and the others. Maybe one of them would like to go with you."

Fearwing puzzled for a moment. "Twilight and Rainbow are already asleep, Applejack would probably think it wasn't worth the time, I'm pretty sure Rarity would make a pass at me when the lights go out,"

This was a shocker to the solar princess. "Excuse me?"

He smiled. "I know right? I'm not gonna lie, it has crossed my mind. She's beautiful, but my heart belongs to Luna. That just leaves Fluttershy and well...I'm gonna be honest, that poor little dear wouldn't last the first few minutes.

Celestia felt bad for him. Fearwing seemed to be getting shot down at every turn. Then, an idea popped into her head. "What if..._I _went with you?"

This made Fearwing shoot up in attention. "Say what now?"

She smiled. "Yeah, it'd be fun. I can't remember the last time I got away from royal buisness and did something random and fun."

He thought for a moment. "Well...Luna is always saying that she'd like us to get better aquainted. Maybe a night on the town is what the doctor ordered. However, we're gonna have to set a few ground rules.

Celestia was puzzled. "What do you mean?"

Fearwing started to walk around her, examining her. "First off, we're gonna need to disguise you. If you wanna have fun without the royal treatment, then no one can know it's you. I show up with the great princess Celestia following in line, then either everyone's gonna pay attention to you instead of the movies and ruin all the fun, or they'll think I'm planning to ambush you with one of my epic pranks and then they'll just go home and then Silver Screen shuts down the viewing because no one showed up. Either way, it'll end up a terrible night with wasted bits. So how can we make you...less you?"

She got this look about her that beemed with another idea. Her horn began to glow and soon a bright light enveloped her, making Fearwing turn away. It held for about thirty seconds, and then dimmed into non-exsistence. When Fearwing looked back, he was amazed. Celestia now looked about as young as Luna. Her flowing, multi-colored mane was now settled and light pink. She smiled at his dumb-struck reaction. "How do I look?"

Fearwing had trouble finding words. "Wh..how the...when the...What the?"

Celestia let out a small laugh. "It's a spell I picked up a century or so back. A girls gotta manage her looks some way."

He nodded, then started to think again. "Lose the crown and the rest of the gold trinkets. And one more thing." He flew out of the room and came back a minute later. He flew around her in a blur and wraped her in some black curtains. It hugged her form tight and concealed her wings. Fearwing never thought he'd ever hink it, but Celestia actually looked good. "Perfect. now your just a bad girl unicorn looking for an entertaining fright-fest to fill the thirst for a good shock."

Celestia felt a little snug in her new outfit, but she felt good. This was a good idea. "Hmhmhm. Okay, then. So I gues we're off then?"

Fearwing smiled. "Yep," He flew over her and slipped his front legs under hers, then lifted her into the air and out through the window. "Just you and me on a wild night on the town."

She was surprised at the ease he was able to lift her with. "Fearwing, do you wanna grab a spare chariot? I think we have one less conspicuous. I wouldn't want you to strain yourself."

He didn't pay it much mind. "Tia, my projects require me to move very large pieces of lumber in some crazy places. you're not a strain, if anything I feel like I should take you over to Sweet Apple Acres so they can feed you." Fearwing shot her a slick smile. "Afraid I might drop you?"

Celestia stuck her nose up at the question. "Of coarse not. Such silly little fears are nothing to the princess of the sun."

He rolled his eyes at the remark. "Well aren't we special. I just hope you constitutions strong enough for the show, it's gonna be a real scream fest.

She giggled. His amusement reminded her of an excited colt at his first amusement park. "Oh, how bad could it be?"

* * *

><p>About an hour later...<p>

Celestia was in a wide-eyed state of sheer terror. She cringed as the shadowy form of the vampire queen slided off the wall and took shape. Her heart raced as Temptation crept up behind her victim and bared her sharp fangs and as the screen turned blood red as she reared up to bite on the neck of the unsuspecting pony, then came down with dreadful force and then...

"Ahhhh!" Screamed celestia. She got real cloe to Fearwing and his under his wing, shaking like you'd expect from Fluttershy.

Fearwing was too entranced by the movie. "Wow! What a woman. Such a sweet, sophisticated mare and a beauty to look at, but once she's ready. Rawr." He turned his attention to the frightened princess and lifted his wing from her face to greet her with a smile. "Is this awesome or what?"

The petrified princess of the sun covered her eyes. "Or what. How in the world can you watch this?"

He smiled and raised an eyebrow. "What are you so freaked out about? Temptations biggest weakness is the sun and you do make it rise. Shouldn't that make you naturally un-afraid of vampires?"

Celestia just pulled his wing back over her eyes. " Just because I have a millenia or two under my belt, dosen't mean I didn't grow up afraid of the boogie-mare."

Fearwing's exspression drooped. He finally caught that she was really afraid. He took on a compasionate smile and gave her a gentle nudge. "It's okay, it's one more hour and that's it. Fankenstalions a lot lighter than this. And...if you need to hug me for security..." She latched on to him. "Okay then."

She shivered some more. It was like a bad flying accident. It was terrible, but she couldn't take her eyes off the screen. "P-Promise me you'll stay."

He draped a wing around her. "I promise."

* * *

><p>The rest went off easily. Celestia survived Temptation and Frankenstallion was easier to handle. She actually liked the later, the creature's tragic story tugged at her heart strings.<p>

They discussed it as they walked through the dark streets of Ponyville. "It's amazing." Said Celestia. "Can anypony really be so heartless? To reject somepony just because they're different."

Fearwing kept a serious tone with the topic. "I've seen it first hand. They can't handle something unique in their perfect little worlds. Try being the only pegasus in an all earthpony family."

Clestia was surprised by that. "Was it really that bad?"

He looke to the stars. "I got the occasional dirty looks. Whenever I tried to stretch my wings, ma and pa had some chore that kept me grounded. The twins resented me for it, but Pinkie, heh, I got to her first. We were as close as a brother and sister could get. Even after all the time between when I left and when we reunited that night in the forest, it didn't need explanation, she just got right back into being my favorite sis." He stood up on his hind legs and fell back into some flowers.

Celestia mirrored him and fell beside him. She looked over as he just looked into the sky with a vacant look of happiness. "You really are an odd fellow Fearwing." She caught his attentiom, then they both gazed into the night. "You long for the compassion of others, yet you're mad at the world because of how you grew up and you use your talent to get back at everypony and it drives them away."

Fearwing smiled. "I'm complicated and I love it. It's fun dancing on the edge of being the bad guy. I do some of the craziest stuff anypony has ever seen and they beg for more because they love it so much.

They were content to just sit there and stare into the night, then after a minute or two, Celestia posed an odd question. "Fearwing...do you not like me?"

This was a bit of a shocker. "Um, wow. where did that come from?"

She twiddled her hooves. "I just...I get a weird vibe from you on a regular basis. It's like you just put on a happy face when Luna's around and then when her back is turned you give me the evil eye. Is this about that thing with the cave bats, because we took care of that. Fluttershy set up that curtain that blocks the sunlight. I thought we were all squared away."

He let out a sigh. "It's like this. I don't like it when anypony pretends to be more than what they are. I don't see you as the great princess of the sun, to me your just Tia. The massive crowds gathering to hear you speak, the escorts of golden armored guards, the flashy chariots carrying you around, when you have your own two wings to get around on. Tonight was wonderful, because it was just the real you. No over-the-top entourage, no fancy tiara or other little garments. It was just a fun night with my girlfriends sister and it was awesome. To answer your question, I like you Tia, you just need to tone it down with the royal thing."

She giggled a bit. "I think I can manage that." She gave him a hug. "For the record, I had a great time too. I was terrified out of my mind, but I had fun."

Fearwing returned the hug, then looked back to the sky. "I wonder what Luna's thinking about right now." His question was answered by the sudden stirring of the stars. They swirled around and soon began to spell out a message. It simply spelled out in glimmering lights, 'I miss you.' Fearwing put his front hooves behind his head and smiled. "And now it's the perfect night." He got up and offered Celestia his hoof, then, her wings un-bound, they flew back to the palace together.


	3. Chapter 3

The Book of Fearwing

Chapter 3: He's baaaaa-aaaaack

* * *

><p>Nightmare Night, the spookiest time of the year in the wonderful world of Equestria, second only to hearth's warming eve. The little colts and fillies about in their costumes, their guardians following with smiles of amusement in response to the enjoyment of their children. Yes, the grand tradition of traversing out into the night for sweets and festivities. Hay-rides, dances, bobbing for apples, the spider toss, and of course, pranks, as demonstrated by miss Rainbow Dash sporting a marvelous shadow-bolt costume. It's just one of those holidays that can't go wrong, which usualy means that something bad is bound to happen that threatens it and then something heart-warming happens that saves the day...heh, but I digress.<p>

It's on this glorious night, that we join three little fillies, who are getting into the spirit. It's that wonderful trio constantly on the quest of self discovery, the cutiemark crusaders. Sweetie Belle grinned, showing her fake vampire fangs. She used her magic to grab a piece of candy. It was a gumball, which she chewed happily. "Mmmm..._smack_...I said it once...mmph...and I'll say it again." She blew a nicely sized bubbled, which popped in the chill of the night. "I love Nightmare Night."

Scootaloo nodded, making the nose of her wolf costume wobble. "Pranks, candy, and friends, that's the life for me."

Applebloom was sporting a rather nicely crafted resemblence to the Bride of Frankenstallion. "Look over yonder. I haven't seen that house before."

And the young farm pony was right on the nose. Nopony had seen this grim looking mansion before. It was a faded old house, boards cracking, shutters hanging open, broken windows with dim lights shining out. Now, this was a truly creepy sight, not something a pony would approach on a normal day, but this was Nightmare Night and our happy little trio chalked it up to being in the spirit of things. The spider webs in the corners of the porch didn't deter them, they walked up with smiles and knocked on the door. Two taps and the door opened on it's own with an ominous creak. Scootaloo called out a "Hello?", but to no answer. The girls were a bit spooked, but candy was on the line, so they entered. The house was dusty, spider webs in every corner. In the dead silence, the trio could swear there was a low, whispering laugh. To end the suspense, they started their chant. "Nightmare night, what a fright. Give me something sweet to..." Before they could finish, a massive, glowing, shapeless mass phased up out of the floor. Wraped in rattling chains, the three gapping holes that served as it's eyes and mouth seemed to reshape and expand as it let out a ghastly shrieking roar. The poor crusaders had never been so frightened in all their little lives. They bolted for the door as fast as they could, screaming at the top of their lungs.

Now, the trio was so terrified by this collosal specter, that they didn't notice that they dropped their candy bags. They were only on the ground for a few seconds before a swift, dark, blur swooped down and snatched them up. It flew up around the ghost, did a spin around a support beam and landed in front of a big window at the top of the stares. The shape of a pegasus stood up in triumph, perfectly silhouetted against the beautiful light of the full moon. Wings raised and a cape fluttering behind him with the breeze shooting up from the open door, he let out a sinister victory laugh that echoed through the house.

Who could it be? What kind of diabolical, heartless, brute of a pony could unleash such a nightmare upon those poor little fillies? Who I ask you? Who? Heh, I'm just kidding. At this point we should know that it's that ever bold, master of the art of horror, fright, and creepy things in general, Fearwing. If you **don't** know that, then you haven't read **Fright Night,** which is weird, because who on earth reads the sequal before the original piece. Boy, don't you just hate it when you end up sitting near one of those guys at the movies, with all their ignorant questions?...Sorry, I do believe I've gone off topic. Where were we? Oh, yes! Now as to how Fearwing got back in the game, let's rewind to early that morning.

* * *

><p>Celestia was in the best of moods. The night before, she received a letter from her dear little sister that announced Luna was on her way home. In preparation, a line of trumpet players was set ready for her arrival. Celestia smiled as the blazing sound of horns filled the throne room. Luna came through the door all aglow. She walked down the glorius red carpet on the edge of tears of joy. She couldn't believe her eyes as the guards and staff all bowed with smiles as she passed.<p>

When Luna made it about three feet from the throne, Celestia met her with a warm embrace. "It's so good to see you again, little sister."

Luna had to overcome the lump in her throat. "Tia, this is wonderful. You're making me feel like I just got back from another thousand year stay on the moon."

Celestia just nuzzled her sister more. " I know, it's only been 3 weeks, but I just missed you so much." They pulled away and keept smiiling. "So, what did you think of the big welcome."

The lunar princess turned to admire the turn out as they left to continue their duties. "It was wonderful, but..."

The elder sister raised an eye-brow. "But?"

Luna looked around the room. "I saw you, the staff, the guards, but I didn't see..."

She was interrupted and ambushed when an overjoyed shout came from above. "Luna!" Fearwing tackled her and they rolled across the floor and into a marble collum. Once they stopped, Luna was assaulted with swarms of kisses. Fearwing gave her one more big kisss and nuzzled her cheek tenderly. "I missed you so much! I got so bored. Edgar and Vincent left to visit relatives down South and I've been racking my brain trying to figure out what to do. The other day, I just started circling my house. I was flying for hours, then I tried going into town, but lost control and crashed in Fluttershy's yard. I broke a bird house she just finished on the way down and that made her cry." He seemed down. "That made me feel bad. Making Fluttersh cry is like kicking a puppy, yelling at kittens and back-hoofing a bunny while it sleeps all at the same time."

Luna smiled at him. She thought Fearwing was so adorable when he regreted something. "That bad, huh?"

The look in his eyes projected his stress over it. "I was appologizing for 5 days. She finaly opened the door, and we made up over tea." He hugged her tight. "Please don't leave me again."

She smiled, kissed his forehead and gently brushed his mane with a free hoof. "You really can't function without me can you?"

Fearwing let out a sigh and rested his head against hers. "No." He smiled and she gave him another kiss. "When Tia told me you were coming back today, I started planing a big welcome back surprise, but I got excited and jumped too early. Which reminds me," He stepped back from the embrace and looked toward where he shot down from. "You can come down now, Pinkie, it's off."

The voice of the energetic earth pony answered. "Awwww, but Gloomy, I just finished setting up the..." There was a loud pop and the sound of noise makers. Pinkie was fired from her party cannon with a cloud of balloons,streamers, and a large white banner. All of this collided with Celestia, which knocked her and pinkie and all the party decorations next to the reunited couple. A dazed Pinkie and Celestia poked there heads out from under the banner. Luna reached over and pulled the banner out to length. It read 'Welcome back Luna' in big red letters. Everypony laughed, with a feeling like everything was back as it should be. However, Luna remembered one little detail

"Oh, I almost forgot. Fearwing, I have good news." She said with a smile.

Pinkie got excited. "Ah-ha! I knew it!" She zipped over and put a hoof around Fearwing's shoulder. "Didn't I tell you bro? She brought presents."

He nudge her in her side. "Pinkie! Yeesh, it's my girlfriend coming back home, not a visit from Grammy Pie."

Luna laughe a little. "Hmhmhm, well, Fearwing, you might want to get excited yourself. " She took a noble stance. "Fearwing Shadowhoof, as of this moment, your part of our deal has been fulfilled."

Fearwing's ears perked up. "You mean?"

The Lunar princess was looking forward to this. "That's right. As of now, you once more have free range to spook, startle, scare, and straight out terrorize to your heart's content."

He was speechless. Fearwing had a look of astonishment on his face, as he lowered into a bowing slump. His fore head touched the floor and he was quiet for the longest time, causing those closest to him concern. Then, a big, sinister grin spread from one ear to the next. He then broke his silence. "Heh..." This caught their attention. "Hehehehehehhh..." His wings shot open and posed for a grand take off. "Hehehehehehahahahaaaahhh." Fearwing flapped his wings and he rose above them at an ominous pace. Once he was high enough, he switched his stance into a triumphant pose, facing the ceiling, his laugh booming through the palace. "Mwaahahahahahaha!" He kept laughing and circled the room at a quickening pace, causing a gust of wind that scattered the party supplies and loose papers all over the throne room.

Luna, Celestia, and Pinkie had to look away as the wind picked up, but their eyes were instantly drawn to the sound of a loud crash. Fearwing and charged right through a stain-glass window, leaving a bat-shaped hole where one could onc see and image of Celestia in front of a rising sun.

The royal sisters sat there staring at the hole, eyes open and mouths agape, while Pinkie smiled as if nothing happened. "Awwww, big bro's having a good day."

Luna seemed a bit monotone. "What have I done?"

Celestia tried to put a positive spin on it. "Oh, he's just happy to get back at what he does best and tonight is Nightmare Night after all. I mean, how much can anpony really get into a holiday.

* * *

><p>(Back to the present)<p>

Fearwing was as happy as could be. Dressed in a fine suit of black and red with a puffy white shirt showing through the open collar. He had a black cape and a white porcelain mask that covered half his face. For this special occasion, he even cleaned his mane and brushed it straight. This wondrful time made him feel like singing, so he did.

"Oh, I adore Nightmare Night, oh yes I do!  
>For all of the screams and all the things that go boo!<br>Just as quick as a little snap,  
>I've set up another trap.<br>To scare the pony-folk, like you know I love to do.  
>My sister is impossible, they say,<br>But will I give up? No way!  
>My malicious fright routine<br>Multiplies by seventeen!

Thank the season, Luna finally let me off the chain. Meheheheheh.

Oh, I adore Nightmare Night. Oh, yes I do.  
>Oh, I adore Nightmare Night. Oh, yes I do!"<p>

Fearwing was so distracted in this first outburst of song, that he didn't notice his little flight pattern was backing him up into the ghost, which swayed to his voice. When fearwing went in, the sheet too his sight and the chains restricted his wings. He fell to the floor and took his montrous spook and it's pilot with him. They hit the floor with a loud thud, followed by the crash of the chains. They dug their way out and a grey, blond, wall-eyed pegasus rubbed her head and turned to our dark friend with an apology. "Oh, I'm sorry . I should have watched where I was going, but I got caught up in the moment."

Fearwing straightened his mask and brushed off his cape. "No need for sorry, Derpy, you did a spectacular job."

She smiled with a hopeful look in her eyes. "Really?"

He nodded, returning the smile. "You bet. Up top!" The two reached up in a celebratory hoof-bumb. "I don't get why you've got such a bad rep, you're awesome."

Derpy dragged a hoof along the ground thinking about the coment. "Well, they just don't get me. They take one lok at my eyes, or see me thumble with a package and they judge me before they even know me."

Fearwing raised her gaze so they were face to face and brushed her mane out of her eyes. "Nonsense. You're the only mail-mare that remembers where my house is, you bake the best muffins in town, you understand how the town works more than most ponies and to top it off, you're a single mother. If they had an award for mare of the year, it'd go to you."

She blushed and without thinking, gave him a hug. She held back her tears, but sniffed a bit as she grinned her biggest. "You're the best friend a pony could ask for."

He returned the hug. These were the moments he cherished. Fearwing was at last making close friends, instead of just scaring ponies away. A familiar voice interupted them. "Can I get in on the hug or are you two having a moment?"

Fearwing turned his attention to Trixie, who was wearing a skin-tight, purple, latex outfit with a matching mask that she wore over her eyes. He laughe a little. "Of course. Come here you." He pulled the blue unicorn in for a big group hug. "You, with the glowing, and making the floor intangible. Who's the best at illusion magic?"

Trixie gave a little smile. "Me."

He ruffled her mane. "That's right you."

They all puled out of the hug and Derpy started for the door. "I had a lot of fun, but I've gotta go guys. Dinky and me are gonna meet at the Cakes' party."

Fearwing nodded with a smile, then tossed her one of the treat-bags he got from the crusaders. "Give her this and tell her I said hello."

She waved one last goodbye, then closed the door. Trixie looked at the lump that was once the source of horror. "It's getting late, maybe we should start the clean up." Fearwing nodded and the two got to work. Trixie let her magic get to work winding the chains into a nice coiled pile, while fearwing hovered above the floor, folding the sheet. Trixie decided some conversation would help pass the time. "Soooo, tell, how are things going with you and the princess?"

He raised an eyebrow. "Heh, which one? I know both."

She flashed him a slick smile and an accusing look. "You know who I'm talking about. Dish, the great and powerful Trixie demands gossip."

Fearwing smiled and swayed in the air with his heart. "Ah, What more is there to say than she is the love of my life. The wind beneath my wings has no feeling without her. When she came into my life, she opened a door that turned my whole life around in the best of ways."

Trixie took her mask off and looked at him with a mix of confusion and slight saddness. "But you loved being a loner. When ever somepony got lost in the woods, you'd scare them out of their minds and send them running right back to Ponyville. When everypony else was joining together as one in the spirit of friendship and good-will, you were the one who wanted to go it alone, to be your own stallion."

He stopped folding. "Yeah, but, and understand that you're the only one I'll admit this to, I was so lonely. I missed everything. Not my parents and the rock farm, that can burn for all I care, but my sisters, Ponyville, society in general. I'd often think about going with you on your travels, giving the public a show of magic and monsters the likes of which they'd never seen before, but...I don't know, I guess I just couldn't work up the nerve to get out of the dark place I put myself in. Then one night, out of nowhere, I find this vision of darkness. A fountain of repressed anger and ambition, a beacon of desire for the love she deserved."

She pieced together where he was going. "Nightmare Moon."

Fearwing finished putting his ghost away. "I offered her my friendship. Where others were afraid, I was wrapped with intrigue. For the first time, I found somepony like me."

Trixie walked up to him with a warm smile and a carring look in her eyes. "And now that you two have been shown friendship and love, the true beauty trapped in the dark has been set free."

He smiled as he snuggled up to him. "You really do have a flare with words. Yeah, I feel like alot of weight has been lifted off my shoulders, but I like to think I've balanced that with my old fright happy self. I have all these new friends and I kept the old ones."

She gave him a little kiss and they nestled down together. "You sure do."

Fearwing seemed puzzled. "Hey, Trix, what exactly do you and I have? I mean, Luna's my girl-friend and I love her with all my heart, but then you and me get all close like this and you tend to..."

Trixie blushed a bit and silenced him. "I will admit, I'm atracted to you. If things had been different, I'd have begged you to come with me on the road. I will let you and Luna be together, but I'll be waiting for my chance. Until then...well, you know I like to put on a show."

Their moment was interupted by a knock at the door that made them stand up in an instant. A familiar voice came with the knockng. "Helloooo, anypony home?"

Fearwing rolled his eyes. "Speaking of weird relationships." He flew over and opened the door. "Rarity! You made it. Ooohh, you look stunning."

The white unicorn walked in a black silk dress with a spider web pattern and a high collar with a red inside. She wore her mane down, dark eye liner and crimson red lip-stick. She topped it off with the bat earings Fearwing gave her when they first met. "You think so? I just figured I'd just throw something together for the holiday. Nothing much." She lied. She was trying to look good for him. "I trust you enjoyed yourself this evening."

He gave a big smile and his eyes widened in excitement. "It was awesome. A symphony of screams from mares, stallions, and foals alike. I pulled in my favorite tricks for this night. I must have nabbed two barrel fulls of candy." In his reminiscing, Fearwing lost control of his wings and started drifting up. "I got to use the gargoyles, the inflatible goblins, the spring loaded gorgons..._Sigh..._I love what I do. I have to remember to be super sweet to Luna for letting me get back to work."

Rarity's eyes widened. "Oh, that reminds me. She came to Ponyville tonight."

Fearwing smiled at the surprise. "Ah, she took my advice then. It's like I said get out there and say hello, show them the wonderful, smart, fun princess I know. I bet she's already won the hearts of the entire town."

Rarity seemed sad to bust his bubble. "Well..."

* * *

><p>The Everfree forest was particularly creepy on this night of terror. After hearing the events that took place while he was falling off the wagon in style, Fearwing went searching for his girl-friend. Rarity told him that Twilight was able to help sort things out and bring Luna into a light that was a little brighter than the one she was in, but he had this sixth sense that told him he was needed. Word from the townies told him She went out into the woods. He flew at a slow pace in his search.<p>

He loked left and right, hoping to catch a glimpse. "Luna? Luna? Here Luna, Luna, Luna." He stopped and looked puzzled at his own words. "Why did I do that like I was calling a dog? Steady, Fearwing." He kept going and dove below the tree-line to continue. "Your just adjusting to the whole being-a-coltfriend-thing and your concerned for your mare. It's understandable." He searched al over and called again. " Luna! Sweet-heart? Doll-face? Love dove, Sugar bee,...Shmoopy? I could keep going with the pet-names, but I really don't want to, cause it's getting kinda weird." He reccognized where he was. "Huh, I know this place. Shouldn't there be a statue right over..."

As Fearwing drew closer to the empty base with the plaque that read, 'Nightmare Moon', The infamous queen of the night appeared before the black Pegasus. "Rah!" Fearwing yelped and fell to the ground as the dark alicorn stepped down and stood over him. "You!"

Fearwing tried to back away, but she just kept moving, keeping their faces just half an inch apart. "I knew it." Said Fearwing in a panic. "This whole mess made you fall back into that same state of depression and rejection and rage. It made you Nightmare Moon again."

She glared at him. "How, very perceptive. Your so called advice, that was to stop those six interlopers, failed miserably."

He was sweating. "N-now, to be fair, I-I said it should work, I never really guaranteed..." She snarled at him. "I'm gonna shut up now."

Fearwing was forced to stop as he reached a tree. They were now nose to nose, as Nightmare stared daggers at him. "For your failure to the true princess, you will be punished to the full extent of our might." This made Fearwing's eyes go wide. Nightmare made sure she was nice and close and with venom in her voice, said "Now, prepare yourself," She then flashed him a sweet smile. "shmoopy." She gave him a kiss, then stepped back. Her horn glowed and she was enveloped in a white light. In a few seconds, she shrank and when the light cleared, she was sweet, fun-loving Luna again.

Fearwing exhaled deep and held a hoof over his heart. "Nyah...you...you."

Luna smiled grandly and did a little victory dance. "I so totaly got you! I got you, I got you, uh-huh, uh-huh, uh-huh."

He sat up and tried to compose himself. "What? Nah, it was just a little surprising is all."

She didn't want to hear it. "Oh no, that look on your face said it all. I got you good. Admit it."

Fearwing regained his casual stance. "Maybe, if we weren't all alone out here and you had a way to prove it." She bopped him in the side and the two shared a laugh. "Okay, hehehehe, maybe you did get the jump on me."

Luna nuzzled him. "I'm glad I found you. I feel like I need a hug."

He did just so. "I heard what happened. Poor baby, you just wanted them to love you like they love your sister and they turn you away."

She rested her head on his shoulder. "It was awful. They hated me, treated me like I was a monster. The way they looked at me..." She sniffled a bit and the tears started to well up in her eyes.

Fearwing wraped her in his cape and snuggled close. He dried her eyes. "Hey, come on. It couldn't have been that bad."

Luna pulled back and raised a hoof for emphasis. "The little ones thought I was going to eat them! They ran, they screamed, and **Pinkie** led them the whole time. It took her one second and she jumped to some wild conclusion that incited a horrified retreat."

He wasn't too surprised. "What did you expect? It's Pinkie. She was probably all hyped up on holiday sugar and if she was wearing the chicken suit, that doubles."

She relaxed and leaned back into him. "Well, the night did get better. It turns out that the children like to be scared on Nightmare Night. I indulged them a bit on Twilight Sparkle's suggestion and it worked wonderfully. Hmhmhmhm, One of them even said I was his favorite princess ever."

Fearwing was happy. "There's a smile. I'm glad things worked out and I'm sorry you had a rough night, but did you have to cancel Nightmare Night? I meann seriously, Luna. This is my holiday!"

Luna looked aggitated, then hurt. "Don't shout at me, I was sad. I didn't know what else to do."

He placd a wing around her. "I know, I'm sorry I snapped. Hey, How about you and me go to the Cakes' party. We can show everybody the real Luna. Maybe get our dance on."

She dried her eyes again and looked at him with a little smile. "Okay. Do you think there'll be cookies?"

Fearwing took her by the hoof and they took to the sky. "Sure they will, Luna. And there will be cakes, and pumpkin-pies and ice-cream and punch and hot chocolate."

Luna smiled. "I'd like that."

The two went off to salvage the rest of their night. Well, mostly it was to save Luna's wounded ego, Fearwing rocked it like a hurricane, but it was still a sweet ending to a great night.


	4. Chapter 4

The Book of Fearwing

Chapter 4: Sweet and Sour

* * *

><p>It was a normal day in Ponyville. The birds were singing, the sun was shining and there wasn't a single pony that wasn't having a good day. This was one of those days that brought a big smile to the face of the party-maker extraordinaire, Pinkie Pie. She was heading to the market to re-stock on flour for the Cakes. The collection of bits to make the purchase jingled in her saddlebag as she trotted along, beaming and humming as she did. The sight of a town full of happy ponies brought a warm feeling to her heart: these are the moments that just make every day worth it. Before she made her way into market, she took a moment to look around to see which booth was selling what she needed. In her surveying of the crowd, she noticed something in the corner of her eye. Her curiosity turned to joy as she recognized Fearwing poking his head out of a hedge. Any normal pony would be suspicious of such sneaky activity, but Pinkie was just happy to see her big brother.<p>

Fearwing was hidden perfectly in the shrubbery. It wasn't as comfortable as his normal pick of a dark cloud, but comfort wasn't really his concern at the moment. Back in action after such a long hiatus, he was ready to drum up some screams. He watched with a sinister anticipation as his target drew closer to his trap. This was one of those moments that required all his cunning and devious timing.

He grinned wickedly as the moment drew in. "That's it, nice and easy. Lean in a little closer. Heheheheh."

Just as he was about to spring the trap, he was taken by surprise. "Hi bro!" said Pinkie with joy resonating in her voice.

Fearwing shot up from the sudden start. "Nyah!" He almost fell out of the bush. He turned to his sister with a glare. "Pinkamena, keep your voice down." He said in a hushed, scolding tone. "What, are you trying to ruin it for me?"

She tilted her head, with a confused look. "Ruin what?"

Since she couldn't control her volume, he clamped her mouth shut and shushed her. "Be quiet. I'm trying to pull off one of my tricks. You almost gave me away." He let go and went back to stealthily waiting for his moment to spring the trap.

Pinkie giggled and got down next to him, lowering her voice to a whisper. "Okay, Gloomy."

Fearwing sighed. "I told you, to stop calling me that."

She smiled. "My bad. So, what are you up to?"

He was happy to answer. "Oh, it's quite genius, poetic even. Let me ask you, when you bite into an apple, what's the one thing you never want to find?

Pinkie started going over answers. "A bruise, a rock, the core, gum stuck to the bottom of your hoof in the summer time that just won't let go and then it gets stuck in your mane when you try to yank it off and then it hurts when you try to get it out and..."

Fearwing silenced her again, with a slight sense of amusement. She was funny when she rambled. "No, dear sister. Watch and behold." He brought her attention to his target. The Apple siblings had set up their stand and were drawing in quite the crowd. Fearwing smiled in his usual wicked fashion as the moment drew near. In front of him was a remote with a joystick and a big red button. First, he moved the joystick a little and as he did, the apple stand started to shake. A single apple fell and little Applebloom picked it up and Big Macintosh gave her a boost to set it back in place. Fearwing worked his little gadget again, this time knocking over two apples. Applejack and Big Mac put them back in response. Now this was the crucial moment, because at this point, all eyes were on the stand. Fearwing managed three apples this time and all three siblings grabbed one to put back in the cart. When they got in nice and close, our wicked friend pushed the red button. In an instant, a horrible giant worm with glowing red eyes burst out from the bushel of apples in the stand. It's sudden appearance and the shriek of a roar it produced gave everypony in the market a tremendous scare. Fearwing laughed at the glorious amount of screaming. He fiddled with his controller some more and the worm flew out of the stand and into the sky.

The black pegasus laughed his hardest. "Mehahahahahaha! Oh, oh, did you see the looks on all their faces? Hahaha! L-look at A.J. she's still having a fit." He was right. The poor farm pony had her hat scared off her and was now lying on her back, hoof to her chest panting heavily trying to recover from the shock. "That's just priceless."

Pinkie seemed a bit concerned. "Bro, didn't that seem a little…mean?"

Fearwing kept smiling and draped a brotherly wing over her shoulder. "Nonsense, it's all in good fun, sis. Nopony's getting hurt, just consider it a friendly prank."

Her eyes lit up. "Ooh, I love pranks."

He raised an eyebrow. "Really? Sweet, little, Pinkie is a prankster? I don't believe it.

Pinkie took a bit of a proud stance. "Absolutely. I pull all kinds of pranks. Oh! I just had the best idea ever! We should go pranking together."

Fearwing pondered it for a moment. "Mmmh, I don't know sis. I'm just not sure that you and me have the same idea on what a good prank is."

She got down and begged him. "Awww, come on bro. Please?" She gave him a sad little look, batted her eyes, and made a little puppy wimper.

His heart melted like butter. "Your giving me the look, I dread the look, don't give me the look, ahhhh, okay we'll go pranking."

Pinkie jumped up and giggled. "Yay, this is gonna be great. I know just where we should start."

* * *

><p>Twilight was at work cataloging all of the new books she got for the library. She went from shelf to shelf whistling a little tune as she did. Spike followed in step taking notes as Twilight read off book titles.<p>

She stopped and started calling Books out to her trusted assistant. "Beasts of Equestria History, Betting on The Wonderbolts, Bog of The Swamp Golem. I'm so glad Fearwing got me a copy, it's a great read."

Spike smiled as he marked the list. "Check, check and check. That covers all the new entries."

Twilight seemed a bit confused. "Not quite. There's one book I don't recognize."

The little dragon eyed the list up and down. "Everything's marked. Which book is it?"

She leaned in. "There's no title, just a picture of a smiling skull,with balloons, sticking it's tongue out."

Twilight used her magic to pull out the book. There was a slight tug, then POP! Confeti, streamers and glitter burst from the spot and spooked Twilight off the ladder. She landed with a thud and looked up with a startled and confused look in her eyes as party supplies of assorted colors rained down on her.

There was a duet of laughter outside her front window. She rushed over and pushed it open to find Pinkie and Fearwing, side by side, on the ground erupting with enjoyment over their successful mission. Twilight sighed, then smiled at the two. "I should have known. Actually, I just expected this from Pinkie. Fearwing, isn't this a little childish compared to your normal work?"

Fearwing explained through the laughter. "Hehehehe. Twi, I've spent years living in a tree house with my birds, randomly scaring ponies with whacky, over-the-top monsters I made out of loose cloth, leaves, twigs, bird-seed, and gum. I have no level-limitations."

Pinkie put her giggles under control, then got up and looked to her brother. "Hmhmhm, that was great! Where should we go next bro?"

He gave a clever smile with a look of determination. "I have just the mark." The wicked pegasus turned to Twilight. "Now, my frazzled, scholarly friend." He tossled her mane. "We must be off. So, as the road runner said to the coyote."

The siblings pie stood straight next to eachother in smiles, then jumped up and proclaimed, "Meep! Meep!" Then zipped off at speeds too fast to be tracked.

* * *

><p>Rainbow was doing her normal training regiment, 100 regular push-ups, then 100 wing push-ups, followed by a few laps around Ponyville. She felt pumped, she woke up that morning ready to take on the world and it was a beautiful day for it. Up and down, in a continuous pattern, she pushed off the ground with her wings. "97, 98, 99, 100! Yes." She shot up, fluttered in the air, then landed in a triumphant pose. "Man, that's a good burn. Wooh, I think I earned a cool down before my flight. Gotta be ready to beat my record...again, booyah!" She made her way over to a bench with a towel and a canned energy-drink. Rainbow picked up the towel and started wrape it over her face and started drying the sweat. When she was finished, she grabbed the can, not looking, and smiled. "Cheers."<p>

She opened her eyes to pop the top, then seven spring loaded snakes burt forth. She shrieked, lept into the air and fell on her back, like when Pinkie snuck up on her in the desert. She panted heavily then looed at the can. Instead of the red one she brought with her, this was purple, with a smiling skull,with balloons, sticking it's tongue out. Rainbow tried to make sense of things, but then realized there were two bushes on either side of her that weren't there before.

Pinkie poked out of the left and surprised Rainbow with a noise maker, then Fearwing came out of the right, shouted "Boo!" then hit her with a cream pie. While she was dazed, they popped in the air and hit the ground running. "Whoop whoop whoop whoop whoop whoop!"

The sian pegasus wiped the dessert off her face, glared in their direction a little bit, then bust into giggles. "Hahahaha, two Pie pranksters. If that doesn't make for a good time, I don't know what is.

Pinkie and Fearwing ran side by side, laughing all the way. Pinkie started her little bounce as she excitedly suggested their next target. "Oh, oh, let's get Rarity next!"

Fearwing was loving this. "Absolutely, oh sister of mine. If memory serves, she's getting a spa treatment. That gives me ideas, you know a home-repair store or a construction site nearby?"

She nodded. "Just a few blocks from here. Why?"

He brushed of the why. "Trust me, it's gonna be good." There was a certain flair of sinister baritone in this, but it was overshadowed by the enjoyment of brother and sister.

* * *

><p>Spa day, Rarity's favorite day of the week. After a tall order for some complicated outfits for Saphire Shores, which did pay well enough to make it worth every hour of stitching. Full treatment, massage, steam, mineral bath, hooficure, finishing up with a mud bath. The unicorn fashionista, neck deep in the cleansing mud, let out a content sigh. "This is simply divine. After this, I think I'll head to my stylist and get something new done with my mane. I did see that cute little baret in that Canterlot shop, maybe with a nice black sweater.<p>

Lotus entered with a tray of chocolate chip cookies. "Miss Rarity, I'd hate to disturb you, but these were delivered for you by a secret admirer."

The blue earth pony presented them and Rarity eyed them curiously. "A secret admirer? Oh, how romantic. Anyone you recognized? Please, I must know."

The spa pony knew very well who it was, but feined ignorance as a favor to him. "I haven't met him formally, but I did recognize him. That new pegasus that's been hanging around ponyville. The stallion living in Everfree, what's his name, Pinkie-Pie's brother."

The white unicorn's eyes lit up. "Fearwing! Oh, yes yes yes. I knew it was only a matter of time. Sure he could've had the princess, but he and I have so much in common. We both have that certain _je nais se quoi, _that elegance of high society with humble backgrounds." Lotus hushed a giggle as she left Rarity to her excitement. "Oh, this is simply marvelous and so very sweet of him. Hehe, he even left a little card." She useed her magic to float the card in front of her so she didn't have to move. "Such a cute little design on the front. The skull I would expect, but the balloons and the face it's making are so adorable."

She went to reach for a cookie, but found she couldn't move. This sent Rarity into a wide eyed panic. Struggle as she might, she was trapped from the neck down. Her state of panic was interrupted by a familiar giggle. Pinkie emerged from the steam room in robe and towle trying to contain her laughter. "Hehehehahaha! Rarity, hmhmhmhmhm, you should have seen the look on your face.

Rarity glared at her. "Pinkie! This is an outrage. Now I'm all for a good laugh now and then, but this is simply taking things way too..."

Her scolding was cut-short by Fearwing, drifting in with a relaxed pose. "Oh come now, Rarity. Don't have such a fit." He flew around her, focusing her attention. "It's all in good fun, we even left a hammer and chisel under the cookie pile. It's just a harmless bit of fun." He gently brushed her cheek with the back of his left fore-hoof. "Can't you forgive us, please."

The unicorn fashionesta blushed and gave a sheepish grin. "Well, I suppose it was kinda funny. And I guess you can always make it up to me by say, treating me to dinner this weekend at the restaurant of my choosing." She gave him a look and batted her lashes for effect."

Fearwing smilled. "It's a date." He patted her on the head as she laughed the way she does when she gets excited. As Fearwing landed and walked toward the exit, he motioned Pinkie to follow. "Come on, Pinkie. The day's almost done and I know just who we can use for our grand finale."

Pinkie smiled, lost the robe and towel, then skipped happily to catch up with her brother. "Where to next Gloomy."

He was gonna tell not to call him that again, but just smiled and rolled his eyes. "We're gonna go for the obvious. My absolute favorite pony to prank."

* * *

><p>Celestia was snug in her bed, sprawled out on her back, her blanket just kind of thrown over her. She snuggled into her pillow, a fuzzy pink sleep-mask over her eyes and every so often, a little snore would accompany her breathing. In her state of blissfull ignorance, the princess of the sun had no idea that the Pie siblings were standing at the foot of her bed, watching her, casualy sipping hot chocolate.<p>

Pinkie took a little sip, then licked off some whipped-cream that got stuck on her nose. "So what exactly is it you do when you're in hear."

Fearwing's cocoa had cooled off enough for a generous swig. "Some times I move stuff around, take her hair brush and wait till she buys a new one to return it, on occasion I'll leave something in her mane, then follow her around all day until she finds it. If I get here early enough, I take in her gowns so she thinks she's gaining weight."

Pinkie looked at him with an astonished expression. "Okay, now that seems pretty mean."

He was quick to defend himself. "It's not like I shrink them that much. I just make them a little tight around the flank." He smiled with a bit of pride. "Fun fact, I was behind the great wardrobe malfunction of the fall harvest ball speech in Manehattan."

She surpressed a giggle and smiled. "You mean when she took a bow and her gown ripped and she flashed that grade school chorus singing the Equstria anthem?"

Fearwing was happy reminissing. "Ah, it was a month of over-exercise, diet shakes, and hitting rock botom with a chocolate cake that _somebody_ left outside her door. Good times. Now, down to buisness. Put down the cocoa and grab a side, remember to lift with your back."

* * *

><p>Celestia was still now, then a relaxed smile crept across her face as the sound of birds chirping graced her ears and the warm sun light touched her face. She let out a big yawn, stretched out the sleep, then let out a pleased sigh. "Good morning world, happy wednesday. What a glorious day." Normally, she would just get up and walk over to her vanity stand, remove the sleep mask, then get herself ready for the day. This time, she took three steps and fell face first into a splash. She was submerged and terrified. She burst out of the water gasping and spitting out water. She yanked off the soaking wet mask and gaped at the unbelievable sight. Her bed was on a large wooden raft, floating on Ponyville lake.<p>

Celestia climed out of the water, back onto the raft. She struggled to find the words to fit te situation. "How the...but I...what...Who put the..." There was a familiar sound, then the now angry solar princess gritted her teeth as she found the word. "Fearwing!"

Her shout flew across the lake to the dynamic duo, who couldn't breath they were laughing so hard. Celestia shouted and tried to fly over to scold them, but her soaking wet wings sent her plunging into the lake again. She clamored back onto the raft and the two were out of sight by then.

* * *

><p>The end of the day had come and Celestia was in an understandably grumpy mood. Her head wrapped in a towel and the rest of her in big fluffy blankets, she sat and glared at her fireplace. She let out a little sneeze and went back to her glum.<p>

"Yoohoo, sister. I'm home." Sang Luna as she entered with a smile.

Celestia just glance at her little sister. "I'm gonna kill your boyfriend."

Luna just rolled her eyes, walked up and gave her big sister a comforting nuzzle. "It's good to see you too. You shouldn't hold it against him, you know how he is."

The elder sister reacted. "Yeah, I know how he _is_ I just wish I knew how he does it." She looked to the door knowing two guards were on duty. "One pegasus and his earth pony sister managed to sneak in, then sneak me and my bed out of the palace without anypony knowing. How? How I ask you." There was just some nonchalant whistling.

Luna smiled. "Those are the questions that will drive you crazy. He's an evil genius, I love it about him, but it'd take five times the time I spent on the moon to figure out how his mind works." Celestia just pouted. "I know what will cheer you up. Here, I brought you your favorite slippers and this."

Luna's magic delivered the slippers and Celestia's slipped them on the elder princess's hooves. Luna then presented a scroll with a gold seal that brought a glimmer to Celestia's eyes. "Oh, the latest friendship report. I do love these, it's so nice to hear from Twilight and her friends. Like the one from Rarity."

This incited a hug from the younger sibling. "I liked that one too. Well, don't just sit there gawking, read it."

Celestia giggled and gave her sister a little push, setting her down beside her. The two snuggled close and started reading the letter.

* * *

><p><em>Dear Princess Celestia,<em>

_Wait wait wait, what is that?_

_What? I was just starting you off, it is your first letter._

_Do you even know me, she's never gonna think I wrote this if you open it like that, it's way too formal and...Spike are you writing this conversation?_

_Oh, sorry I'll start over._

* * *

><p><em>Hey, Tia<em>

_So, I had the most spectacular day. I remember Twilight telling me about these letters she sends to you. I think I might just be ready for a friendsip lesson. I've been alone for a long time, but I always had this idea. A friend is someone who cares about you unconditionaly and will stand by your side and have fun with you no matter what. Like Vincent and Edgar, bless their little black hearts on their vacation, I know I can always count on them to stick with me and have a good time. Today, I had a fun adventure with my little sister. After all the years of not seeing eachother, I thought we'd grow apart, but it was just like old times. Just brother and sister running around having a good time. A real friend is like family, forgiving, fun, and faithful. You know what her friends did after all the havoc I caused? They invited me to a surprise party for Roseluck. True story, I just got finished with a conga line and a toast to the birthday girl. I do recognize that an apology might be in order. Not for the bed thing, I think I might have left a guard in a broom closet witout a note to the others to let him out. Well, that's pretty much it. Friendship is strong, dependable, and always nice. Tell Luna I said hi._

_Sincerely, You-know-who_

* * *

><p>The sisters laughed, then tucked the letter safely with the others. Celestia decided to let the prank slide. "Not bad for his first friendship lesson. Not quite the way I would have thought he'd learn, but it's a start."<p>

Luna looked out a window and smiled as she thought of her stallion happy. "He can only get better, but he's always gonna be that same nutty spook from Everfree." She got a look in her eyes. "We should probably start looking for that guard he mentioned."

They shot up and started down the halls, knocking on al the closet doors.


	5. Chapter 5

The Book of Fearwing

Chapter 5:Wicked Beginings

* * *

><p>Fearwing was in a rather pleasent mood today, things were just kind of mellow. He drew up plans for some particularly monstrous creatures, picked out a few choice targets, got a postcard from his birds, and 'procured' a large some of bits from the estate of Filthy Rich without a single witness. He was now on his way to Sweet Apple Acres for a nice outdoor lunch with the girls. He took his sweet time, lounging on his usual dark cloud, gently propelling himself with his wings. He let out a content sigh. "Lovin that sunshine today, Tia. Feels good all over."<p>

His little moment was ended when one of his friends came to meet him. "Hey, Fearwing." Came the cheerful voice of Rainbow Dash.

Fearwing opened an eye and glanced in her direction, still smiling. "Rainbow,my dear. So good to see you. Am I at the farm already? Doesn't seem that I've gone that far."

She flashed him a slick smile. "No. You're about 4 miles away."

He easily caught where this was going. "You want to race, don't you?"

Rainbow zipped under him and pushed him off the cloud, forcing him to join her in the air. "You know it."

Fearwing rolled his eyes. "Okay, Dash, but don't be mad when I leave you in the dust."

She gave a competetive glare. "Prepare to eat your words." They lined up, preped themselves, then she started them off. "On your mark, get set, GO!"

On that last word, they were moving like two high power rockets.

Fearwing and Rainbow were like two contradicting blurs streaming across the clear skies. She was a colorful bolt of energy, while he remained a black and white streak that seemed to drain the joy out of its path. They cut their way close to the ground for a bit and actually cut the grass along the way. Then they did some fancy maneuvers up into the clouds, twisting and turning, trying to get the most out of their race. When they reached the peak of their climb, they began a dive toward the barn. Where Rainbow turned into it smoothly during the climb, Fearwing reached the top, paused and then darted off with the force he began the race with. In the last second Fearwing pulled ahead by a foot and touched down with a thunderous crash.

He spread his wings and reared up with a triumphant laugh "Yes! Ah-hahahaha! I am the terror king of the clouds. Worship me and despair."

Rainbow glared at him, trying to tell him off through the heavy breathing. "You...got lucky… would never…happen again…in a million years."

Fearwing put on a sly smile while he brushed the sweat from his brow. "You say that, but the fact still remains this makes me two for three. So I believe the technical term is…Nana-nana-booboo."

This taunt ignited a fight between the two pegasi. Rainbow tackled him and they set off into a brawl that stormed toward the picnic table in a cloud of dust. They circled their friends before they intervened.

Twilight used her magic to separate them, then the remaining four split up to hold them back. Applejack and Fluttershy covered Rainbow, while Pinkie and Rarity tried to calm Fearwing. Applejack tried talking some sense into her angry friend. "Easy there, sugarcube."

Fluttershy had her arms around Rainbow, struggling to hold her back. "Please stop."

Rainbow was defiant. "He started it."

Pinkie pushed her brother back the best she could. "Chill bro."

Fearwing wouldn't hear it. "Let me at her! Let me at her!"

Rarity stroked his mane and spoke in a soothing voice. "Calm down, darling. Rage doesn't really suit you."

He calmed down, let out a sigh, then looked at Rarity with a smile. "I suppose it doesn't really go with my usual charm."

She patted him on the shoulder. "Exactly. Besides, it's not very gentlemanly to pick a fight with a lady."

Rainbow raised an eye brow. "Is she calling me a sissy?"

Applejack rolled her eyes. "Oh, hush. Come on y'all let's stop all this fussing and sit down to some grub.

Twilight smiled and gave a nod. "Agreed, we've got a beautiful day for it." No argument could be found. Fearwing and Rainbow Dash settled their spat and did a hoof-bump for a race well flown. The seven gathered around the table, Fearwing taking a spot between Fluttershy and Rarity and across from Pinkie. Applejack had gone to fetch the food, while the gang started up a conversation.

Rarity began. "So, Fearwing, how are things? You always have the most interesting stories to tell."

He took some pride in this. "Well, I do get around. Let's see, I started construction on a new project. I don't want to give too many details, because that would subtract from the effect, but let's just say, they're small, creepy as sin, and can be placed in a lot of unexpected places in the middle of the night."

Fluttershy let out a sigh. "Sounds like loads of fun."

Fearwing raised a brow to the bit of sarcasm, then the idea of an example popped into his devious brain. "Fluttershy's mane, just for start." As one would expect, this led to the easily frightened Pegasus jumping up with a shriek. Her wings locked up and she fell flat on her back, then franticly searched her mane for whatever terror might be in there. Fearwing just smiled and placed a hoof under his chin as he watched her in amusement. "Nothing's as much fun as that." It caused a few giggles from the rest of the group.

Fluttershy blushed, then took her place back at the table, feeling embarrassed over her freak-out. Fearwing kept smiling, then gave her a gentle pat on the back. He looked into her eyes in a way that made her smile. He fixed her mane, just the way she liked it, then gave her a little hug. He turned his attention. "This is what I love about being out of the woods. I never got to have moments like this before. Surrounded by ponies that care about me, everypony's happy, and if I know A.J., then we've got one delicious meal coming our way."

Rainbow licked her lips at the thought. "You've got that right. Mmmm, I can already taste that delicious, home-made, apple pie."

As if by some sixth sense, Applejack arrived pulling a cart with food for all her friends. "Hehe, that's what I like to hear." With a smile, she served their guests. They each got a plate of fried apple dumplings, a side salad and a glass of apple juice. "Eat up everypony."

They happily did just so. It went on for about an hour, each of the friends sharing interesting events that happened to them. They all thanked Celestia when the pie was ready and presented. It provided enough of a distraction to stop Pinkie's energetic rambling. A.J. passed them a slice one by one. When she got to Fearwing, she smiled. "Can I tempt you with some ice-cream to go with your pie."

He smiled back. "Don't you always?"

Dessert was absolutely srumpcious. Everyone enjoyed themselves and just took some time to relax in their satisfaction. This lasted for a while, but then came a sort of buzzing. The group turned their attention to see Scootaloo speeding along on her scooter, towing Sweetie Belle and Applebloom in their wagon. The crusaders were speeding around the orchard, making turns through the trees. Each turn they made seemed to increase their speed. You could hear the fillies in the wagon cheering. "Go, go, go, go, go, go!"

The seven watched in fixed amazement. AppleJack rubbed her head and straightened her hat. "Now, what in tarnation are those three up to now."

Rarity was concerned for her little sister. "It looks terribly dangerous."

Fearwing looked like he was calculating the scene. "I should say so. With their current velocity, number of trees, it should only be a matter of time before..." there was a sound of metal clunking, then the loud 'Woah!'s from the trio. The girls gasped, but Fearwing just kept a calm tone with his look of concern. "And boom goes the dynamite."

The group rushed to the rescue. they found the scooter and Applebloom under the wagon, Sweetie Belle upside down against a tree a few feet ahead from there, but no sign of Scootaloo. Thankfully, neither girls were hurt, but while they were being looked at, Fearwing looked for the missing pegasus.

"Scootaloo!" He called. "Come on small-fry, where you at."

A rather annoyed little voice came from behind him. "Hey!" Fearwing turned and there she was. The little orange pegasus was up in the tree they found Sweetie Belle under. She tried to keep her hold as she glared down at him. "I'm not that small."

The dark pegasus laughed a little. "Well, look me in the eye and tell me that. You okay?"

She rolled her eyes. "Yeah, I'm okay. Can you please get me down?"

Rainbow and Fluttershy both heard her and went to oblige, but Fearwing stopped them. "Woah, I thought you said you were okay. Just fly down."

Scootaloo looked ashamed. "I can't...my wings."

He insisted. "They look just fine to me. It's not that far. Come on." he patted the ground in front of him

She looked worried, but then took on a brave look and jumped, flapping her little wings as hard as she could. It was touch and go for a bit, the poor little filly almost dropping halfway, but she managed to buzz herself down and land in front of Fearwing, who smiled with a hint of pride.

He patted Scoot on the head. "Good job. Not as good as I was when I was your age, but you're on your way kid." She smiled, she was proud of herself and it was nice to be encouraged. "Now, judging by the looks your friends are getting from their sisters, it looks like you're in for a stern talking to. Never fun." Scootaloo looked to her friends to confirm, then Rainbow and Fearwing ushered her along toward the Apple house.

* * *

><p>The crusaders looked defeated and ashamed. There they were, sitting in a row on the couch, getting an earfull from their elders. The main six surrounded them looking at them with a mix of cold looks and worried ones. Fearwing chilled out by the fireplace enjoying another piece of pie. Rarity and Applejack paced back and forth in front of the accused.<p>

A.J. started in. "Of all the hair-brained, pointless, and down right dangerous things you young'ins have done, this is by far the worst."

Rarity could only agree. "Indeed, you children should be more responsible. When you crashed, I nearly had a heart attack. Every second I couldn't stop thinking "are they okay?""

Applejack added in. "What in the sam hill were you trying to do?"

They all looked to the floor, then Sweetie answered. "Well, we heard about this contest that was taking in crazy stunts and record breaking feats."

Scootaloo continued. "The winners would get their picture and record published in their next book."

Applebloom finished. "An' we thought we could get our cutie marks in stunt perormance."

Twilight thought it was a good idea to step in. "Girls, how many times do we have to tell you? You shouldn't be trying to force your cutie marks, you'll get them when the time is right and you discover your special talent.

Applebloom spoke up. "But everypony else at our school has their cutie marks an' we're tired of being stuck not knowing what our special talents are."

At this point Fearwing snuck up behind them and joined the lecture. "Little fillies should be mindful to listen to their superiors and not talk back. Or else...well, you know."

The trio was confused. "Know what?" They all asked in unison.

He had a look of mock disbelief. "You mean you haven't heard? All foals should know about...**her**" There was alot of emphasis on that last word.

It took the others awhile to figure out where he was going, but once they did, a slick smile went from one to another, with a giggle shared between Pinkie and Fluttershy. Rarity joined in, pretending to be scared. 'Oh, goodness. I almost forgot about **her**."

A.J. faked a shiver. "Ooohh, just thinkin' about **her** chills me more than an earth worm in the breeze of a snow-storm."

At this point, the crusaders were getting nervous. "Who is **her**?" Asked Swetie Belle

Fearwing put on a look of fright. "She's the most gruesome creature in Equestria, around for thousands of years, even been around longer than Celestia, Discord, going way back beyond Equestria's founding. A being of pure evil, who lives on fear and steals away naughty little children in the night. The one and only Boogie-Mare."

There was a chill in the air when the name was said. Everypony gave a shudder, save for the girls. Granny Smith, who was in the kitchen making jam at the moment, dropped a pan, then bolted into the living room with a start. "Boogie-Mare! Where? Hide the children, lock the closets, seal the windows, and barricade the bottoms of beds! Everypony hide and say your prayers!" She bolted upstairs.

The girls looked genuinely frightened. Scootaloo posed a question. "Th-that's just an old pony's tale, isn't it?"

The black pegasus smiled evily and gave a sinister glare. "Oh, she is very real. I can promiseyou that. Hmhmhmmm. Hey, you three are in to the whole 'find your destiny' cutie mark talent thing right?"

The girls looked at eachother for a moment, unsure where this was going. "Yeah." They said with hesitation.

Fearwing sat down in front of the fire place and motioned them to approach. "Gather 'round then, children. Your uncle Fearwing's going to tell you all just how real the Boogie-Mare is." They stepped forward, intrigued, and all sat in a row attentively. He went on. "It all goes back to when I was young, about your age, on the day I got my cutie mark."

They were all a little surprised when Pinkie slid in with the crusaders to listen. "Oh, oh, I'm in this one!" she said with a big grin.

This made her brother chuckle. "Heh, so you are. We better get to it then. It all started one summer back on our family's rock farm.

* * *

><p><em>"Now, again, I never really saw the point in a rock farm. I'm sure pa gave us some sort of speach about soil textures and gravel or something, but pony knows I don't remember. Anyway, to avoid the maddening effects of boredom, Pinkie and I would do whatever we could to have some fun."<em>

Little Pinkamena Diane Pie pushed her little head against her little wooden wagon, while her big brother pulled from the other side. "Are we almost there, Gloomberg?"

The little black pegasus had a hoof looped through the wagon handle and his wings tugging it along as best they could. "Just a few more feet, sis. This is gonna be good." They reached the top of the hill and climbed in their vehicle. "Ready to roll. Contact."

She, sitting behind him, hugged him tight. "Contact."

They leaned forward, then the ride began. The wheels of their wagon clattered as they sped down the hill side. Brother and sister were living the moment. They threw their hooves up and cheered as they continued to gain speed. Their were a few big rocks in the way, but some creative leaning kept them from danger. That is, until young Gloomberg opened his eyes and saw an oddly formed rock that resembled a ramp.

_"We hit that ramp at our fastest. It sent us flying, roling in the air. We latched on to eachother for security then crashed right into the gravel silo."_

_Pinkie interupted "It went everywhere. We busted our wagon and the silo wide open. We spent the whole day cleaning it up."_

_Fearwing took over again. "Our folks were so mad. They did what you would expect any parent to do, first came the 'are you okay?' snuggles, then the 'what were you thinking?' shouting. They got into this whole speech about how we can't just throw caution to the wind, that you need to think realisticly and how your actions might affect you and those around you blah blah blah."_

"Gloomberg Archibald Pie! Are you listening to me?" Scolded Mrs. Pie.

The little black pegasus rolled his eyes. "Come on, ma. We were just trying to have a little fun."

His father glared and spoke with disbelief. "Fun? You think that was fun, you could have gotten yourselves killed. To think you dragged your little sister into this." Pinkie didn't say a word, she just looked sorry. "Not to mention what it will cost to repair the damage you did."

Gloomberg didn't seem to pay any mind. Mrs. Pie left them with one last statement."You two can stay here in your room until we come wake you in the morning, let's just hope the Boogie-Mare doesn't get you before then."

Their parents shut the door, leaving Gloomberg and Pinkamena to stew in their punishment. The youngsters layed in their beds and stared at the ceiling. Hour by hour, time crawled by, until it finally came time for the change of day to night. Gloomberg gazed out the window, just in time to see Princess Celestia guiding the sun down and ushering in the night.

The unamused look on the little black pegasus' face was obvious. "And there goes miss high and mighty again. Honestly, how does everypony manage to put up with her. When I grow up, I'm gonna take her down a peg. Not for an purpose, just for the sake of bruising her ego". He nesstled deeper into his pillow as boredom turned into being sleepy.

Little sister Pinkie seemed worried. "Gloomberg, you don't think the Boogie-Mare would really come to get us, do you?"

He was in no mood. "Pinkamena...there is no such thing as the Boogie-Mare. She's just something parents make-up to scare their kids do what they say...which is really messed up." He went back to sleep, leaving her keeping a close eye on the shadows, the closet, and the window.

_"Now as you can probably tell, I was always a little rebellious. Not to mention sneaky, inventive, slightly bitter, and I was also good at pranks that startled people, but this was were it got good. So we slept for a while, but then I was shocked awake by a sound that threw me into action._

"Brother, Help!" Shrieked the terrified pink filly.

Gloomberg jolted out of bed and was horrified by what he saw. A swarm of sickening black tendrils oozed out from under his sister's bed and coiled around the petrified pink pony. "Pinkamena!"

He rushed to her, as the tendrils raised her from her bed and started pulling her under. Gloomberg grabbed hold of his sister and pulled with all his might. He strained as he resisted the pull of whatever horror was trying to take his sister. The wings of the young pegasus began to tire, but Gloomberg was determined to save his sister. Suddenly, the siblings were yanked into the darkness.

_"We fell into what seemed like an endless drop into a pitch black void that seemed to go on forever. I lost my grip on Pinkie and I started sliding down whatever was pulling her. It felt gross, all scaly like a snake and it felt like their was something swarming underneath it. After a while, I was flipped off, like I was swatted."_

Gloomberg landed on a dusty, hard, stone-like surface_. _He shook off the impact and looked in terror at the monstrous thing that held his sister. This other-worldly place was pure shadow, save for a few blotches of eerie light. All that could be seen of the monster were two glowing, pupil-less, yellow eyes and a jagged black outline of teeth over a glowing red inside of it's mouth. The young black pegasus backed away in fright of the infamous Boogie-Mare and even more so as the colossal creature raised his little sister over her waiting jaws.

_"I was so scared, I thought I was going to lse my only friend, then I was gonna be next. I had to act fast, The only thing I could think to do was cause some sort of distraction so I could save Pinkie. I scrounged up everything I could and made a quick mask."_

The Boogie-Mare licked her lips with her long, serpent tongue, staring daggers into her captive's eyes. Then just as she was about to drop the little morsel in, some rock-faced demon sprang in front of her eyes and snarled a terrible snarl. The fiend let out a sharp gasp, then jumped back with a start, dropping Pinkie and losing her balance. She started to fall over the ledge behind her and the masive beast let out a roar as it plummeted into the abyss.

Pinkamena shrieked as she fell, but was then caught by the 'demon.' Gloomberg took off his mask and smiled. "Hi"

She smiled, tears in her eyes with relief. Pinkamena hugged her brother as he flew her back up to the surface.

* * *

><p>The crusaders were wrapped with intrigue. Scootaloo posed the question. "Then what happened?"<p>

Fearwing started to wrap up the story. "After a little flying, 'POOF' we were back on the wooden floor under Pinkies bed. We got out of there fast as we could, blocked it up with whatever we could get our hooves on, then scrambled back into our beds. The next morning, when we were released from our punishment, we found this."

He showed off his cutie mark and the trio went wide eyed with amazement. Applebloom voiced the shared opinion. "That's so cool."

Scootaloo was curious. "Did the Boogie-Mare ever come back for revenge?"

The black pegasus had an air of confidence about him. "Nope. Heh, she's probably to scared to show her ugly mug after the number I did on her."

As Fearwing reveled in his success, a dark shadow seemed to rise on the wall behind him. There was an evil hiss that drew Fearwing and the crusader's attention to the shape on the wall which looked back at them with evil eyes. The four of them yelped and jumped to hide behind the couch.

They were then met with the familiar giggle of Pinkie Pie as she enjoyed her little shadow puppet show. Everyone joined her in a laugh, a perfect end to a fun evening.


	6. Chapter 6

The Book of Fearwing

Chapter 6: Of Monsters and Minor Mishaps

* * *

><p>Fluttershy was in a particularly good mood this morning. She tended to her animals with a smile and humming a tune. Hardly anything was wrong, so as soon as feeding time was done, it was all about play. This time of bliss came to a halt when the girls stopped by to get her for today's event.<p>

The poor yellow pegasus dug up the ground trying to pull away. "I don't want to go."

Rainbow Dash towed her along by the rope tied to her waist as Twilight explained the situation once more. "Fluttershy, you **have** to. Fearwing's letter was very specific that all of us were to meet him at his house today. It said it was urgent."

Rarity added in. "Plus, it mentioned us each by name. It would be ever so rude to decline such a formal request."

AppleJack seemed puzzled as they worked their way down the path to Fearwing's. "What do y'all think this is about?"

Pinkie was her usual optimistic self. "Whatever it is, I bet it will be fun."

"But that's just it." Fluttershy replied in a nervous tone. "Fun for Fearwing always means something really scary. Like that snake he put in my mailbox."

Rainbow countered. "That was made of rubber."

Fluttershy went on. "Or the spiders in my bed."

Rarity this time. "Plastic."

The terrified pegasus didn't stop. "Or the monster bats in my attic."

Twilight. "Paper craft."

Fluttershy got defensive. "Well what about that time he put on a dragon mask and roared me right up a tree. Everypony knows how I feel about dr-dr-dragons."

Applejack helped her frightened friend off the ground and gave her a reassuring pat on the head. "Okay, that may have been a bit harsh, but don't take it too rough, sugar cube. You know he doesn't mean any harm by it."

Rainbow joined in the cheering up now that they had gotten Fluttershy moving on her own. "Yeah, we've all been spooked by Fearwing's tricks on a few occasions."

Twilight nodded in agreement. "It is his special talent after all. You couldn't hold it against him anymore than you could for me practicing magic or Pinkie Pie throwing a party. Even the princesses have found their share of shocks."

Pinkie gave Fluttershy a little hug. "It's just how my bro shows affection. And he must like you **a lot.**" Fluttershy rolled her eyes.

A.J. looked ahead and smiled. "Speak of the devil." There was Fearwing pulling a huge cart, full of supplies.

They were still a good distance from tree house, so the group wasn't too surprised to see how tired the dark pegasus looked as he marched on with his load until he was within speaking distance of the girls. "Perfect timing. Thanks for coming out."

Rarity zipped over to him and squeezed in the harness with him. "Oh, you poor thing. I wish we could have arrived sooner. Why the thought of you having to pull such a dreadful weight all on your own. I'll be happy to ease the burden for you." She tilted her head a bit and gave him adoring look and a smile.

Fearwing was grateful that his black coat hid the blush. He thought it was kind of cute when Rarity got like this, but there's just so much a stallion can take. "Aw, don't you worry about me. It's going to take a lot more than this hall to keep this wicked spirit grounded."

Rainbow and AppleJack each grabbed a handle on either side of the cart and helped move it along. The wheels got moving faster and the gang just followed Fearwing's directions through the forest. Fearwing wouldn't admit it, but it did feel better with a few extra sets of hooves helping him move his material.

As they followed him at the quickened pace, Twilight posed a question that everpony was thinking. "So, Fearwing, what is it you called us out for?"

He gave a sly grin. "Ah, an excellent question, my dear Twilight. I'll tell you when we get there."

* * *

><p>It had been a relatively long journey, but they had finally made it. A small cave hidden among a collection of bushes, shrubs, moss, and vines. Twilight used her magic to clear the way while the cart and it's contents were secured inside. A.J and Rainbow dropped their respective handles and rejoined the others, while Fearwing and Rarity struggled to get out of the tight harness.<p>

Once they were all free and ready, Fearwing got the six in a row and addressed them like a military official. "Okay, ladies. Now, I'm sure you're all wondering why I, the duke of deception, the master of disaster, the fang-tastic and **spook**tacular..."

A.J. whispered to Twilight. "He forgot modest." The unicorn hushed a giggle.

The black pegasus went on without notice. "Prince of fright, Fearwing, would seek the help of the elements of harmony."

Twilight had a worried idea. "Has some unspeakable evil from Equestria's dark side come to take over the world."

Fearwing looked confused. "What? No. Jeez what the hay made you think it was so dire?"

She was quick to respond. "You, with all the dramatic intro stuff."

"That's because I'm a little full of myself." He placed a hoof over his heart for emphasis. "I'm a super-villain, we do things big and dramatic." He placed a hoof on her shoulder. "Gotta take it easy, Twi. Try not to take things so seriously. You adorable little bookworm." He tossled her mane, she rolled her eyes, and Fearwing went back to his instructing. "I am glad to see that enthusiasm. That's going to be a big help. You see, girls, the great problem facing your's truly is the disorganization of my personal business."

Pinkie raised an eyebrow and cocked her head. "What do ya mean?"

Fearwing stepped into the cave. "I'll explain on the way down." He motioned for the girls to join him. Once they were all inside, he pushed a hidden switch on the wall. There was a sound of turning gears, then the floor beneath them slightly jumped before lowering them. The girls watched in amazement as the walls around them raised. Fearwing took some amusement in their wondering eyes. "Took me about two months to build this thing. Honestly it may have been easier to build a staircase, but with keeping a floor, I save time hiding it under cover. Plus when I'm not using it I rent the regular cave out to wolves."

Rainbow said what they were all thinking. "Woah."

Fearwing took pride in it. "Indeed."

Twilight was trying to wrap her head around this. "Fearwing, how did you...how far down does this go?"

He stayed in his usual calm. "About 20 feet into a large subterranean cave. As to the how, it was all a matter of putting the mechanisms into the already existing shaft. But, my dears, it's what it leads to that's the amazing part."

A few more seconds and the end of the line was approaching and view of the under-cave started to come in. As the lift lowered down, a gust of air washed over them. The girls felt a chill run up their spines as they looked at the scene in awe, while Fearwing simply smiled. When he had the chance, he flew off the lift and hovered between them and the cave.

"Girls," He said with a wicked grin. "Welcome to the workshop." He flew into what can only be described as a warehouse filled with the most terrifying creatures Equestria had ever seen. All stationary, lined up in neat rows of ten, in their most frightening pose. When the lift came to a stop and the girls stepped out, their attention was locked on the incredible display. Fearwing landed in their midst and continued his intro. "This is where the magic happens. Every nightmarish and grim idea I've ever come up with is imagined, built, housed and repaired right here."

They were awestruck. They marveled at the creatures around them, going down the different aisles, looking at each individual creation that stood out in their own power. They saw new and fantastic monster designs unlike anything they had seen before. A massive beast with the head of a bear, arms and torso of an ape, antlers of a moose, and a snake-like body below the waist. A huge red worm with scorpion pincers and a maw filled with rows of jagged teeth. They also saw some familiar ones, like the Monster Apple, Mr. Vine, and the frame-work for the ghost dragon that Trixie helped with. Each one was labeled, dated, and organized alphabetically.

Now while her friends were wrapped in amazement of the creatures, Fluttershy was silently freaking out. All these gruesome monsters glaring at her with open jaws, so still with their un-blinking eyes. She tried to turn and go back another way, but she stopped when she came nose to nose with a giant stone serpent with a club tail. "Oh...my.."

Fearwing began to address them. "You see girls, about once every other month, I take inventory of all my creatures. Big, small, and every variety of ghoulish in-between. Now, as you can imagine, the process takes a considerable amount of time. I have to check and make sure their set just right for display, keep them spaced out in line, categorized by row according to how scary they are. I also need to maintain each one, check for tears in the fabric, hair falling off, fading of colors. Not to mention making sure they're in working order."

"Sounds like quite the work-load." Commented Twilight.

Fearwing nodded. "Yes. It's not all about going nuts with giant puppets. You have to take pride in what you do. Normally I have Vincent and Edgar to help with this, but they have recently informed me by letter that they won't be back until the winter wrap-up. They get so much braver when they aren't looking me in the eye. So that's where you come in."

A.J. had an idea where this was going. "Ya, figure seven heads'll be better than three."

He smiled. "Exactly. So, here's what needs done. Rarity, I need you over on the rightmost side of the cave. There, you'll find what I call the puppet hospital. It's where we make repairs to all the damaged or flat-out broken monsters. Like the Screaming Banshee...thankyou very much Rainbow Dash." She gave him a slick grin and a teasing look.

Rarity Accepted. "My pleasure to help , darling."

Fearwing continued. "You'll find everything you need in boxes under the table and I left a blue-print in front of each of the creatures so you know what to go by. Now, A.J. and Rainbow, I need you two to take this cart to the back and empty it's contents with the rest of the raw materials. I've got it all organized back there so, once it's out, put the lumber with the lumber, rocks with the rocks, rope with rope, etcetera etcetera."

They both nodded and rainbow acknowledged. "On it."

The black pegasus zipped over next to Twilight. "Now, my bright little friend, I'm leaving it up to you to make sure everyone is where they need to be." He made a waving gesture with his right fore-hoof that went from one end of the rows to the other. "I get so into the swing of things that I lose track of them on occasion, so I need you to go up and down each row and make sure no one's out of place. If they are, or you come across a stray one on the floor, just put them up nice and spiffy where they belong." He gave her a check list and pen to keep track of them.

Twilight put on a confident smile. "You can count on me."

Before he could say another word, Pinkie bounced over to him and, excitedly, started asking questions. "Oh, oh, oh, what do I get to do, bro? What is it? What is it? Huh? Huh?"

Fearwing laughed a little has he settled her down. "Hmhmhm, you, my darling little sister, get to help me with the most important part. Which just so happens to be the most fun. You and I are going to test the creatures. Just go around and play, make sure they can still bring the fright."

As Pinkie cheerfully stamped her hooves and rambled on about how much fun this would be, Fluttershy started to back away slowly. She silently crept back to the lift and started to fly toward the shaft opening. Just as she thought her escape was secure, her path was blocked by the questioning look of Fearwing. "Where are you going?"

The timid yellow pegasus did her best. "Oh...um...you see, I think I left my door open and I'm worried about Angel getting out."

He rolled his eyes and ushered her down into one of the line-ups. "Nonsense, he's a smart bunny. He can find his way back home if he does. Besides, I need you."

She took a nervous gulp of air. "F-For what?"

Fearwing draped a wing over her shoulder once they landed. "You're spectacular attention to detail, of course. Rarity told me about all the little things you were able to notice about the dress she made you for the gala. I need you to put those fine eyes to use on my monsters. Examine them, look for any flaw like a rip or a loose seam or tooth, then report it to me so I know to schedule it for repairs." he gave her a smile and a little hug. "Okay?"

Fluttershy looked up at the huge crab-monster Fearwing brought her to and answered meekly. "Okay."

He smiled an released her. "Wonderful." He walked back to the group with a sinister hidden grin. "_Plus, how else are Pinkie and I supposed to gauge the scare quality of each creature?" _With matching grins, he and his sister split up and hid among the monsters.

* * *

><p>An hour into their work and everypony was getting into the swing of things. Rarity was turning the poor demolished remains into their gloriously horrifying former selves. She even made some modifications to the screaming banshee that made it even better than it was during it's first flight. Rainbow and A.J. had unloaded the cart, put everything where it needed to be and were now just killing time by hoof wrestling.<p>

Twilight was going down row five, checking off monsters as she went. "Maniacle mongoose of the marsh, check. Molgor the mutant mudcrab, check. Murlack the oozing mushroom beast," She cringed a little as a drop of slime slipped from it's open maw. "Gross, but check."

Pinkie and Fearwing were having a grand old time. Every so often, one of the monsters would come alive and act it's worst, then return to it's previous position with either a pleased giggle or a sinister chuckle.

Fluttershy was trying to keep her cool. Getting up close with all those scary creatures was one thing, but there was an increasing uneasiness waiting for either Fearwing or Pinkie to turn one on while she was working on it. Thankfully, that hadn't happened yet. It was actually getting easier. She got to a big reptile made of stone, with moss on top of it's back like hair, two large rubies for eyes, and a club tail. She examined it from snout to tail, up and down, even opened it's jaws and looked inside. "Hmmm, basic construction is good, joints are moving smoothly, moss is holding firm, eyes shiny, and not a single tooth out of place." With a smile, she pulled her head out of the creatures maw and shut it again. She gave it a little pat on the head...then it roared in her face.

What ensued had to be the most epic scare in the history of Equestria. Fluttershy shrieked at the top of her lungs and then tried to run. Fearwing opened the hatch on the rock lizard and tried to stop her. "Fluttershy, wait."

She didn't hear him, because the sound of her panicked breathing and following gasps wouldn't let her. The poor thing tried to run, but no matter where she turned, there was another monster, each scarier than the last. It got to the point when she just shut her eyes and flew as fast as she could.

Fearwing chased after, hoping to stop her before she collided with something and hurt herself. From the way his eyes widened when he saw what she was heading for. "Look out!"

Fluttershy finally heard him, and her eyes shot open just in time to see the twelve shelf book case she was heading toward. She conked her head on row seven, then fell to the floor. She landed on her back with a thud. The poor yellow pegasus winced and let out a sheepish "Ow." The bookcase shook back and forth and bottle on the top shelf started to rattle, then fell over, pouring a glowing red liquid down toward the petrified pony.

Fearwing rushed as fast as he could, but he wasn't quick enough. It made contact and Fluttershy was now enveloped by a growing cloud of red mist. The others joined him as he watched in shock. "This...is not a good thing."

Twilight's jaw dropped. The cloud flashed again and again, each one revealing something inside growing and changing. "Fearwing, what's going on?"

He spread his wings and kept them from advancing. "We may want to step back for this one."

The cloud continued to flash and expand, reaching toward the ceiling. It kept going and going, until something hit the roof with a thump. "Ouch." Rang a timid voice that came through much louder than normal. Fearwing and the girls looked up in a mix of shock and terror at the sight that stood before them. Rarity fainted, and the rest just kind of stared with their mouths agape.

Fearwing stared blankly for a few seconds. "Well...that escalated quickly."

Fluttershy was beginning to feel more worried than scared. "What's wrong?"

They all looked to the ground and mulled over who should tell her and how. Well, almost all, Pinkie was trying to revive Rarity. The remaining four got into a huddle, each looking back at Fluttershy with a really concerned look. It was finally decided that Fearwing would have the honor, mostly because A.J. and Rainbow pused him forward. "Well, umm...wow, how do I say this? You see, Fluttershy, sweetie...doll, there seems to have been...and keep in mind it's just a minor thing. When you hit the book case, you accidentally toppled over an itty bitty, insignificant, evil potion I may or may not have made."

Twilight scolded him, while still in shock. "Why in the world would you have something like that?! How do you have that? That's just...I don't even...Aaahhh!"

Fearwing glanced an angry glare at her, while still keeping himself facing Fluttershy with a forced smile. "Shut up, shut up, you're making it worse." He growled in a hushed tone. He turned his attention back to Fluttershy. "It's nothing really. Hardly even a thing."

Pinkie got in on the conversation as she helped Rarity back up. "Are you loco in the coco bro? She's a..." They all moved in to hush her.

"What?" Asked an even more freaked out Flutters. "Wh-what did it do to me and...and why do you all look so small?"

Fearwing continued to try to calm her. "Well, that's the thing. Again, it's not all that bad, certainly not something to freak out over. It isn't so much that we are small, it's more like...you got really big."

She was still confused. "What does..._gasp_!" At this moment she looked at her hooves or, rather, claws. Huge, scaly, yellow, razor sharp, claws. Fluttershy unfurled her wings, which had gone from feathery to leathery. She moved her, now, long, forked tongue across new rows of dagger like teeth. Snout, tail, and skin were now that of a massive dragon. The only things that didn't changed all that much were her eyes, and the spines running up her back resembled her mane.

The gang noticed that she seemed to be going into some kind of panic, panting faster and faster. Rainbow, being her oldest friend, spoke up first. "Take it easy buddy."

Fearwing joined in. "I know it looks bad, but I think we all just need to take a deep breath and..." She did just that. It was like one long drawn in gasp. She filled her lungs, reared back, and let out one of the most powerful screams she ever had. The force of it was so powerful that it sent the other six flying. They rolled in mid flight, then one by one, smacked against the wall. They were all stuck in different poses, but oddly enough in a pattern. Fearwing in the center with the other five spread around him. He finished his sentence with a twinge of pain. "...Relax." They all fell to the ground with a thud. Fearwing was pinned under Twilight and Rainbow, then pushed them off as he got to his feet.

It was just as he feared, Fluttershy was in a fit of terror, stumbling around and knocking things other. She stepped on a few of his monsters, and not having control of her tail, knocked over his materials. While He looked completely mortified that his lively hood was being demolished, Pinkie spoke up. "What do we do?"

Fearwing pulled himself together, then flew up so he was face to face with his frightened friend. "Fluttershy." He said in a tone that reminded one of a parent reining in their kid, grabbing hold of her snout, making sure they were eye to eye. "You need to calm down."

She looked back with really sad and frightened eyes. "But..."

He was quick to react. " No 'buts'. You need to stay calm. Everything is going to be okay." She was about to protest again, but he held her mouth shut and spoke again in a gentle and reassuring voice. "I promise. I can fix this."

* * *

><p>After a large amount of effort of getting Fluttershy out of the workshop and into a large enough clearing for her to lay down comfortably, Fearwing, Twilight, and AppleJack gathered to discuss the situation, while Rainbow Dash, Rarity, and Pinkie did everything to keep Fluttershy in a relaxed state of mind.<p>

Fearwing started the discussion. "Okay, how do we fix this?"

The two mares with him looked stunned, then AppleJack addressed the concern. "I thought you knew?!"

He shushed her. "I said what I had to so she would stop wrecking my workshop. Now keep your voice down, or do you want to panic her again."

Twilight scolded him in a hushed voice. "Fearwing, this is serious! You know how Fluttershy is. That pony's afraid of her own shadow. Now, thanks to you, she'll be horrified by her own reflection."

Fearwing looked guilty as A.J. continued. "What in tarnation was that stuff anyway?"

The black pegasus explained. "It was an ironic prank potion I developed. Essentially it's designed to turn anypony into whichever creature freaks them out the most."

Twilight couldn't believe her ears. "Why would you have something like that?"

Fearwing had an answer for that too. "I was gonna use it to turn Celestia into a cockroach." They looked at him with more disbelief and he rolled his eyes. "Oh don't act so surprised, you know that's exactly the kind of thing I would do. Point is that Fluttershy got it first, it turned her into a dragon and, worse yet, I had never tested it before."

AppleJack looked worried. "Why is that Worse?"

Twilight, being the more scientific of the group, looked more worried with the understanding. "It means we have no idea how strong the effects are."

Fearwing nodded. "It's an altered version of another more basic potion. Originally, the effects would last as long as the one under the influence of it could concentrate on, but because you're always thinking of your worst fear..."

Twilight finished with a twinge of terror. "The effect could be permanent."

the black pegasus put a look of determination in his golden eyes. "Not gonna happen. Every potion has an antidote. Here's the plan, there are three ingredients that make up this potion, so we three are going to split up and go get them." They nodded in agreement. "A.J. I'm sending you to get some very special berries I used to help even out the mixture and null the effects of one ingredient to a non-lethal level. They're located to the east about a mile or so from here under a bridge. Now, there's a Sasquatch that's been hangin' around there and he's not gonna let you take those berries without a fight, so ready yourself."

AppleJack confirmed. "Gotcha, sugar cube."

Fearwing turned to Twilight. "Twi, you'll be going to get a special flower. A blue poppy that grows in a cave behind a waterfall." He gave her a map. "Head back to my house and let the map guide you the rest of the way. Getting there will be easy, getting the flower will be the hard part."

She seemed a bit nervous. "Why?"

He seemed a bit chilled. "In that cave...there's something there. I don't know where it came from, but I can tell you I had never seen his kind in Equestria before. He keeps to the dark, some sickly, feral thing. When you go into the cave, make sure you find him before he finds you. He will question you being there, accuse you of coming to take something from him, it is of great importance that you assure him he's wrong and tell him I sent you for the flower, mention my name."

Twilight could pick up a sorrow in Fearwing's voice. "Do you know this creature."

Fearwing looked for an answer. "I...I don't know what horrid magics sent him here. I've seen him in the light that comes in through the opening. He's been horribly burned, but I can tell he was in dreadful shape before that. Take pity on this creature, no matter how much you are repulsed, remember that he has suffered greatly and continues to do so." She gave him a solemn nod. "I will retrieve the third. Now let's go save Fluttershy."

"Right." They both agreed with a smile.

As they left to their tasks, Rainbow stopped them. "Wait, what's..."

Fearwing interrupted. "No time to explain. You, Pinkie, and Rarity stay here with Fluttershy."

The cyan pegasus glared at her dark counterpart. "Why?"

He glared back. "What's the one thing you know about dragons?"

She seemed confused. "Uh...they're big?"

Fearwing nodded. "That's right, which means they have big emotions. That's why her freaking out wrecked my workshop. You have to keep Fluttershy calm, or she could level all the Everfree Forest."

Rainbow's pupils shrank in the realization, then she zipped back to Fluttershy and ,with a nervous smile, gently brushed her hoof against the side of the dragon's head. Leaving A.J. ,Twilight, and Fearwing to their respective tasks.

* * *

><p>Twilight wished she was making better time. Trouble came while she was trying to get back to Fearwing's place, but after she finally stumbled across it, things were smooth sailing. Map in front of her, she traversed forest paths, rocky hillsides, and a dank marsh. Soon enough, she found the water fall. "Finally." She exclaimed in relief. She scanned the area for a place she could bypass the water fall at and sure enough, there was a rock incline that led right behind it. She followed along the path with caution, concerned about the thing Fearwing described. As the young unicorn progressed, she started to notice an echo, the sound of her hooves on the stone. This worried her, because if she could hear them despite the waterfall, then it was a good chance that the creature could hear it too. She made her way to the cave and entered the shadowy place with her eyes scanning every inch for movement. She had to admit, the light shining through the waterfall was beautiful, it gave the cave an enchanting glow.<p>

As she progressed further in, she heard something. It came from deeper back, but she thought it almost sounded musical. "Hrmm mmm hmmm hm mmm mmm Hmmmm." Further she went in, following a stream of water let in by the falls. Twilight noticed all the different rock formations, the shadows, all the places to hide. "Hmmhmmm wish hmhmm a fish. So juicy sweeeeet." She heard that more clearly, the voice sending chills down her spine. There was also this sound that accompanied it, like a wet lump of rags being smacked on the floor. The now frightened unicorn turned a corner and then she saw it. Down in where the water pooled, to far down to make out, but a clear shadow was cast on the wall from the lights reflection. "The rock and pool is nice and cool, so juicy sweet."

The foul creature Twilight saw was bashing a live fish against a rock. "Alive without breath; As cold as death; Never thirsting, ever drinking; Clad in mail never clinking. Drowns on dry land, Thinks an Island Is a mountain; Thinks a fountain Is a puff of air. So sleek, so fair! What a joy to meet! We only wish To catch a fish, So juicy-sweet!" It let out a sickening cackle, then once the fish stopped struggling...

Twilight looked away and did what she could to keep from hurling. This had to be the creature Fearwing spoke of, it certainly didn't look like anything she had seen in her books. As frightened as she was, Fluttershy needed her and Fearwing didn't say the creature was violent, although the fish might have an opinion on that. She took the first move. "Hello?"

The creature dropped his fish, jerked his head back and glared at Twilight, letting out a hiss before bounding into the shadows. The sound of it's movements echoed to the point where they could not be followed. Then silence fell. Twilight shivered in the moment of terror. Then the voice came back. "Rrrrr what is it?...What does it wants?"

The scholarly unicorn stood as still as she could, composed herself, then spoke without the slightest speck of fear. "My name is Twilight Sparkle."

"Sparkles? What is a Sparkles...my precioussss." The hiss rang clear through the cave. Twilight turned around and faced it. It's outline shown in the dark, but not much else. Twilight could barely make out it's face, but she saw those sick looking blue eyes. It moved toward her, it approached on all fours, but it seemed like it was a biped of some kind. It leapt and was now at least a foot away. "What does it wants?!" She tried to answer, but it interrupted. "Hmm? What is it precious? Ahhh...yessss...yesss._ gollum gollum _It wants the precious, doesn'ts it?"

"No, I..." She started.

He wouldn't let her. "Liar! Your just like the other one. Filthy horned beasties. She comes here too...tries to take the precious from us...You smell like her."

Twilight was curious. "A unicorn? Like me?"

It shook it's head. "Taller than you...White coat, pink mane...and wingses." It made a flapping motion with it's arms.

She jumped to a conclusion. "Princess Celestia."

It let out a hiss. "Yessss...Celestia... it's royals now, isn't it precious. We watched her, warned her...told her to leaves the precious alone. Then she does."

Twilight was confused. "You watched her?"

The creature kept closer. "We sees her grow...watches her sister arrive, then leave, then come backs. We sees it all." He could see the surprise in her eyes. "The precious keeps us alive. We keeps it safe..._ gollum gollum._

That sound, like he was choking something down. She stood firm. "Fearwing Shadowhoof sent me here."

"Fearwing?" It seemed surprised. "How does it know?...Because he knows her of course...Perhaps." It was like he was arguing with himself, another aspect Twi found disturbing, yet sad, for how alone was this creature? "It doesn't smell like Fearwing. Fearwing smells like the woodses. It smells wicked...tricksy...**f****alse**. It smells like the other one."

Twlight thought of telling him she was Celestia's student, but thought it best to stick to business. "Fearwing sent me here for the blue poppy."

It was surprised. "It knows about the poppy?" It became happy. "Heehehehhaha! Then it does know Fearwing, precious. Good, good." It started off toward the left, then stopped and motioned her to follow. "This way. Follow...follow and see."

Twilight did as instructed and followed him. He took her up and over a few rock formations. She almost slipped a few times on the moist floor. with every passing step, things seemed to grow dimmer. Then, at last, a light could be seen. It shone down in a single cone over a patch of grass and in the center, was a collection of blue poppies. Twilight was awestruck by the subtle beauty of the scene. How the sunlight made the deep blue of the flowers sink in so deeply.

Her strange host scurried over next to the flowers. "Here they are, precious, just like we tolds it. Oh...theys a pretty pretty plant aren't they." Twilight stepped closer, making to grab a few, but the creature intervened and pushed her back. "No!...Musn't touch! They brings the nightmares when you touch."

She pulled herself up from the rather harsh rescue, but was still thankful. "I forgot, Fearwing said they can cause hallucinations. Thank you."

The creature seemed ashamed. "It...it thanks us precious. It doesn't...but we know. We don't deserves it." As she used her magic to pick a few poppies and put them in her bag, he started to back into the shadows. "Go...Takes the flower and leaves us." Twilight nodded, turned and started heading back to the opening. She looked back and caught a glimpse of him one last time. He held something in the palm of his lanky hands, a glimmer of gold in the dark. "Hrrrrmm, mmmmmmyyy preciousssss." With that, he closed it in his fist and slunk back out of sight.

Twilight returned her gaze forward. She made up her mind, she wanted to leave and never come back. That thing was...wrong. It's every motion and word seemed to project sorrow and corruption. Not just him, but the entire cave seemed to resonate with a dark magic that made her cringe and that item he held, so small, but it seemed to be the source of everything wrong with that place. It didn't belong in Equestria. It didn't belong anywhere.

* * *

><p>It was going relatively easy back in the clearing. Fluttershy was still on edge, for obvious reasons, and the trio left behind did everything they could to keep her calm and at ease. "Fluttershy, darling, you simply must relax. All this tension can be good for your complexion, no matter what you are. " Said Rarity, as she gently brushed a hoof against her friend's shoulder.<p>

The pegasus turned fire-breathing reptile sighed. "I don't know what to do. What if I'm stuck like this forever. I'll never be able to fit in my house, my animals will be to scared of me to let me take care of them, and what if I sneeze and all of Ponyville goes up in flames?"

Rainbow Dash went over and gave her worried friend a hug to reassuring hug, well...as much of a hug as she could with the size difference, essentially she was clinging to the snout. "Hey, don't think about the negatives. I'm sure Fearwing, Twilight and AppleJack will be back in no time with a way to turn you back into the sweet, bashful pony we all know and love."

Pinkie seemed to leap from nowhere. "Yeah!" She landed on Fluttershy's head. "Don't you worry about a thing. If anypony can fix this, it's my big brother. He'll be back lickety-split and poof, you'll be back to normal and then we'll throw a huge party to celebrate." Pony knows where Pinkie keeps her supplies, but sure enough, she was ready with a noise maker and some confetti.

Fluttershy smiled at Pinkie's enthusiasm, but because of the distraction, she failed to notice that lone bits of confetti that drifted down in front of her nose. She inhaled,and they were sucked right up her nose. She winced, twitched, got a little teary eyed, then... "Ahhhh...Ahhhhhhh...Aaaahhhhhhhchoooo!" her once graceful sneeze was now a jet of flame. Rainbow flew out of the way just in time, but the trees in it's path were doomed.

It started with four, then spread. Rainbow's look of panic was coupled with a thought. "_Man, Fearwing knows how to call it." _She panicked for a second, then looked to the sky with a determined gaze. She flew straight up, while Pinkie and Rarity started kicking dirt at the flames in an attempt to smother them.

Fluttershy was mortified. She couldn't let anything bad happen to the forest or any of the animals living there. She rushed to the blaze and did what she could. She scanned the area for any animals in trouble, but anytime she found one, they were too terrified of her to come near. She thought she could keep the fire from spreading by knocking the burning trees down and away from the others. It worked, but it traumatized the woodland residents even more so. It was then that rainbow returned with a huge rain cloud, which she positioned over the flames and released a downpour that extinguished the blaze.

When the smoke cleared, the damage could be seen to the full, heart-breaking extent. Fluttershy couldn't believe the devastation she caused. The animals she tried to rescue looked at her with spite in their eyes. Then, her gaze turned to a bird's nest with two tiny new-born blue birds. The stared at the wreckage of their once wonderful tree, then looked up at her with big sad eyes that seemed to cry "...but why?" That was the point where Fluttershy's heart had been obliterated. She started weeping uncontrollably, then ran off. As she went, there was a repetitive _thump _then a tree would fall and you could hear her say "Sorry." as she continued to run in shame.

Rainbow dash called after her. "Fluttershy, come back!"

Rarity shed a few tears at the sad sight. "Oh..._sniff_...poor dear. She must feel absolutely awful."

Pinkie may have been the party animal, but she knew to get serious when her friends needed her. "Come on, we have to get her back before she gets lost." With her leading the charge, they rushed after Fluttershy as fast as they could.

* * *

><p>AppleJack was thrown back a good five feet and skidded another two. The sasquatch roared as it charged forward to continue his attack. The farm pony shook the landing out of her head and glared at the beast. She fixed her hat and ran full speed at it. At the most precise moment she could, she moved into a slide and slipped under his legs, tied her rope around his left one, sprang up behind him, then pulled with all her might. The beast was caught off guard and fell to the ground with a thunderous crash. A.J. took this opportunity to run over, rope up the rest of the beast so he couldn't move, then do a victorious pose as he lay helpless to break out.<p>

She let out a "Yeehah!" to declare her win, then did a little dance on the beasts torso. It snarled angrily at her. AppleJack just smiled, "Ah, quit yer bellyachin'. You know, I rekon I got enough time to grab those berries and split before you get yourself free, but just fer good measure." The sasquatch was a bit puzzled when she turned her back to him, but then realized the danger as she reared back."Ding ding." Was the last thing he heard her say before he got bucked in the forehead and collapsed.

AppleJack left the unconscious beast where he lie as she collected the berries. She whistled a little tune as she dropped them one by one into her bag. When she had what she needed, she started back the way she came. She kept a rather relaxed pace, thinking that there was no way things could go wrong the way they were going.

* * *

><p>Fearwing flew as fast as he could. The trip to the third ingredient was a long one and he didn't want the girls to wait too long. Too think the day started out so wonderfully, then end in disaster. He felt terrible about what happened to Fluttershy. I mean it's one thing to terrorize somepony, but when it's somepony he cared about, then it's a whole new ball game. He came across a rather desolate part of Everfree. The trees were dead and dry, the grass grew sickly and tall, and in some places it would not grow at all. He landed in front a black hole in the side of a rocky hill. He looked around the area, trying to find something, but it was deserted.<p>

His back to the hole, he puzzled for a moment. "I know this is the right place." He stepped forward. "Where in the blazes are they?"

Behind him, an ominous pair of eyes started watching him from the dark pit in the hill. It starred accusingly, the another set joined him, then another, then another. Eight eyes stared at him with a rage reserved for trespassing, but then the eyes looked surprised, then happy. "Hi, Fearwing" Said four identical voices in unison.

The black pegasus turned with surprise in his eyes. He smiled. "There you guys are." Four changelings stepped out of the dark in all their sinister glory. Amazingly enough, Fearwing was met with friendly smiles and a complicated hoofshake he invented with them. "I was beginning to think you'd up and moved on me. finally finished the new hive?"

The changeling that met him in the hoofshake answered. "Yeah, it turned out awesome. Queen Chrysalis was most pleased with the results."

Fearwing smiled at the name. "And how is Chrys doing? I haven't seen her in a while."

The changeling left to the first answered this time. "She does well. Would you like to come in? We're sure she'd love to see you."

Our dark hero was a bit disheartened. "I wish I could, but I'm afraid I've got some urgent business to attend to. Speaking of which, I need your help. You remember that vile of venom I took with me last time?"

The right most changeling nodded. "Did it serve you well, I'm sure you came up with an excellent disguise."

Fearwing looked a little ashamed. "Yeah, about that. There was a little incident. I had some friends over, we we're having a good time, then things got really out of hoof really fast. Long story short, One got accidentally dosed with a potion, that I used the venom to make, and now I need some more to work up an antidote."

The first one spoke again. "Sounds like a rough day."

The dark pegasus fell into a defeated slump. "You have no idea."

The changeling to the left finished. "Of course we'd be happy to help."

Fearwing perked up and smiled. "Awesome." He reached into his saddle bag and pulled out an empty glass vial. One of the changelings stepped forward and bared his fangs. Fearwing slipped the vile under one and drew a sample as one would draw venom from a snake. He filled the vial a quarter of the way and then released the fang. With his target collected, Fearwing corked the vial, put it back in his bag, then started to fly back. He turned and waved to the changelings. "Thanks guys."

They waved back with smiles. "Any time Fearwing."

He returned the smile and added one last note. "And I'll be sure to check out the new digs next time I come around. Give my love to the queen, tell her I look forward to the next get together." They nodded in reply, then returned to their posts guarding the dark tunnel. Fearwing returned his full attention to getting back to the clearing. "Nice guys. A bit questionable, but boy do they know how to party. Okay, I've got the venom. Enough time has passed so I assume Twilight has the flowers and AppleJack has the berries. This is good, it shouldn't take that long to make and antidote to the potion and get Fluttershy back to her adorable self. I mean, what could happen?"

* * *

><p>The gang reconvened at the clearing with about fifty percent confidence they could do this thing and about fifty percent sure things were going further south. Fearwing looked around at the chunks of burnt debris, the path of downed trees, and the obvious lack of Flutterdragon and spouted what first came to mind. "How could you let this happen?!"<p>

Rainbow got defensive. "Hey! It's not our fault." She poked him in the chest to emphasize her point. "Have you ever tried to bring a dragon down off a panic/guilt induced rampage? It's not some fly in the park."

Rarity backed her up "We tried to get her back, but she just wouldn't listen. To make matters worse, she lost us in the trees and we have no idea where she could have run off to. We're sorry, darling."

Fearwing put a hoof against his forehead, trying to regain his calm composition. "It's okay, Rarity, you don't have to apologize. If anything I'm more mad at myself." He went back to being positive. "Okay, this just means we've got a little more to do. Twi, A.J., did you two get the stuff?" The nodded and brought their ingredients to Fearwing. "Excellent, now, you girls go look for Fluttershy, I'm gonna get to work on the antidote."

Before he could go to his task, Twilight stopped him with her magic. "Go get Zecora to help."

A stunned look came to his golden eyes. "What? No. I don't need her help. I made the thing well enough on my own, I can make an antidote just as easily."

Twilight shook her head. "All the same, she knows more about potions better than anypony I've ever met. I just wanna be sure we have this in the bag." She could still see Fearwing was reluctant to go. "Please, for Fluttershy?"

Fearwing let out a sigh. "Fine, I'll go to Zecora's. Just be ready for when I get back." Twilight let him go and he flew off on his mission. The girls shared worried looks, then turned their attention to the path of frightened destruction.

Pinkie was worried. "Poor Fluttershy. All alone out there, stuck the way she is. She must be terrified."

Twilight took a confident stance. "She needs us, so we're gonna go find her and make things right. Let's go girls!" With that last line of determination, they hurried down the trail to find their friend.

* * *

><p>Fluttershy was having one of the worst days of her life. One, she couldn't look at her reflection without scaring herself. Two, she was causing nothing but trouble for everything in front of her. Three, she was lost and had absolutely no idea what she was going to do next. So, with every ounce of fear and guilt running through her head, she found a spot under a few trees, then just lied down and cried. "W<em>hat am I gonna do?"<em> she thought. "_I can't go back to Ponyville like this. Everypony will be scared of me and my poor little animal friends...they's never want to see me again." _She sniffled a bit, then draped her wings over her face. "I just wanna go home and hug my Angel Bunny."

The sun began to set and a silence crept over the forest. Not a sound could be heard, save for the weeping of our timid little friend. Then, un-heard to her, the sound of thunderous foot-steps. Making his way back home through the trees, was none other than the dragon that caught Spike eating his gems. Now, normally he wouldn't have given the sound of weeping any thought, but it was so unusual to see another dragon around. His curiosity finally reached it's peak and he decided to make contact. "Hello."

Fluttershy was startled by the sudden break in the calm. "Eeep!" she jumped back, her wings locked up, and she hit the ground with a thunderous boom. She turned her surprised gaze to the dragon, who looked rather confused by her reaction. "Oh, you startled me."

He was still trying to figure her out. "My apologies. I didn't mean to interrupt," He started circling her. "but it's so rare that I see another dragon in these parts of the forest." he stopped in front of her as she stood back up. "Who are you?"

"I'm F.." She stopped herself. Thoughts rushed through her head in an instant. What in Equestria would he think if he found out she was actually a pony. She figured it best to come up with something more fitting a dragon. "F-Fang, they call me Fang."

The green beast gave an approving snort. "Well, Fang, what are you doing skulking around **my **lair." He glared accusingly into her eyes. "You wouldn't be trying to steal my gems, would you?"

Fluttershy shook her head. "Oh, no no no, absolutely not. Wouldn't ever dream of it."

He pushed for an answer. "Then why are you here?"

She figured she be somewhat truthful. "I'm...I'm lost. I got separated from my friends and now I don't know how I'm gonna find them."

The dragon rolled his eyes. "Just fly up and look for them, they can't be that hard to find."

Fluttershy felt a bit embarrassed. It seemed so easy and she was too caught up with being upset to see it. "I hadn't thought about that." She was just so relieved, she just started hugging him on reflex. "Thank you."

He didn't know how to respond. "Uhh..." He patted her shoulder. "You're welcome?" She released him, took a deep breath, spread her wings and took off into the sky. As he watched her go he couldn't help but muse. "What a strange dragon."

* * *

><p>Fearwing stood in Zecora's hut with a glazed look of annoyance on his face as Zecora went to work stirring the antidote. She went back and forth around the hut gathering bits of herbs to mix into the brew.<p>

The whole time, she was scolding him about the incident. "Every blunder rolled in one, this is the most irresponsible thing you've ever done!"

He brushed back his snow white mane in frustration. "Yeah, yeah, I messed up. Can we just focus on the antidote."

The zebra stirred her cauldron with a bamboo pole, continuing her lecture. "To cause that poor pegasus such alarm, with a mixture you **intended** to cause great harm."

Fearwing was a bit offended. "Hey! I'd never hurt Celestia. Yes, the idea was to traumatize her incredibly, but I'd never actually hurt her. Luna would never forgive me. And for pony's sake, could you stop with the ryhmes. If you're gonna scold me about this at least make it so I can take it seriously."

Zecora glared at him while she continued her work on the antidote. "Fine, you want me to be direct, I will. In all my years, I've never met a pony as reckless and ignorant as you have been today. Honestly, it's one thing to make such a dangerous potion, but to leave it unattended like that."

He scowled. "I didn't intend for this to happen. It was a freak accident. How in the big wide world of Equestria was I supposed to know that Fluttershy was going to fly right into _that_ spot, with just enough force to knock the bottle over, and that it would fall on her.

She shot back a rebuttal. "Did you know how she would react when frightened?"

Fearwing was caught off guard. "Well...yes, but..."

Zecora stopped stirring and pointed an accusing hoof at him. "But you went ahead and frightened her anyway. Ergo, your fault."

He tried to think of something to say, but he just hung his head. "_sigh_ You're right. I didn't want to admit it, but you're right. I just...I couldn't help myself. I turned one of my closest friends into her worst fear and for what? Just some cheap laugh from one of my tricks." He was quiet for a moment. "...Tell me you can help her."

She gave a nod, then took a ladle and poured some of the brew into a bottle. "This should do the trick. You were wise to bring me the ingredients you used, it made it easier to develope a counteraction for each one." She gave him the bottle. "Have her drink this and Fluttershy will be back to her old self." Fearwing gave a nod, then started for the door, but Zecora had one last question. "By the way, how were you able to get a vial of changeling venom?"

Fearwing paused. He knew they didn't have a sterling reputation, but he wasn't about to sell out his friends. "Gypsy caravan stopped in front of my house one night. One of the older mares was selling herbs and such. I found the vial, asked what it did, got the idea for the potion and bought it."

The zebra pressed further. "And the second?"

The dark pegasus was firm. "I tracked them down and purchased another. Now if you excuse me, I have something important to attend to." He flew off into the night. Fearwing knew that would probably come back to bite him one day, but he didn't have time for that right now; he had to clean up his mess.

* * *

><p>"Fluttershy!" Called Twilight, as she and the girls marched their way down the path of destruction. They called out again and again, but were having no such luck. they would have to stop on occasion to climb over a down tree that blocked their path, but they kept up the search.<p>

"Fluttershy, darling, please comeback. We're oh so worried about you." Rarity beckoned to the woods around her, but was met with no answer.

Rainbow Dash went next. "Yeah, it's not that bad. So you torched a couple of trees and left some animals wanting for a new home, it was just an accident."

A.J. looked at the cyan pegasus questioningly. "Really? That's what you wanna bring up when we're trying to calm her down?"

"Hey, I don't see you coming up with any thing bet..." She was cut off.

Out of the blue, a massive yellow blur swept all five of them up in one big hug. "Girls! I'm so happy to see you all. I'm sorry I ran off like that, but the fire, and the trees, and the baby birds."

The five ponies locked in the involuntary hug forced smiles through the pain of a giant reptile's bear-hug. twilight managed a reply. "We're happy to see you too, but could you let go?"

Pinkie's eyes were bugging out. "Can't...breath."

Fluttershy let go instantly, then blushed. "Oh! Sorry...I-I guess I don't know my own strength." They shared a laugh, then their attention went to the sky as a whistle came ringing through the night. the relieved pony-turned dragon smiled at the sight. "Fearwing."

sure enough our dark hero was speeding over the horizon to the girls. He stopped in front of Fluttershy's face. "Sorry it took so long. Zecora was getting all preachy, but let's get down to business." He pulled the antidote bottle from his bag. "Open wide."

Fluttershy did as instructed. Fearwing poured the elixir down her throat. There was a brief pause and they worried if something had gone wrong, but then fluttershy went into a bit of a coughing spell. As she did, a green haze flowed from her mouth and wrapped around her. It was just like in the workshop, only when the mist cleared ad the lights stopped flashing, there sat a rather dizzy looking yellow pegasus with a flowing pink mane. She took a look at herself, then smiled to her friends. "I'm feeling better now."

Those four words from that sweet little voice instigated a huge group hug. They all gathered round just to put there nerves at ease with the knowledge that their friend was okay. Fearwing let out a sigh of relief. "Excellent, just fantastic." He put a hoof around Fluttershy. "Good to have you back to your, sweet, adorable self." He gave her a little squeeze, then she let out a little belch and set a camp-fire sized blaze on the ground. She covered her mouth and everypony stared wide-eyed at the flame. Fearwing continued. "Yeah, that should wear off soon. Well that was an experience. Can't really say I'd do it again." He tried to drift away. "Nice hanging out with you girls tonight, but I should go clean up the work shop."

Before he could escape. "Fearwing!" He turned and faced the angry eyes of five mares, including his sister, and Fluttershy looking at the ground with a sad look on her face.

If one thing could be said about Fearwing, he was in no sense heartless. He rushed back and Gave Fluttershy a big hug. "I'm so sorry. This was all my fault. None of this would have happened if I had just left well enough alone, but no; I just had to push for that extra scare."

Fluttershy tried to interrupt. "It's okay...r-really I.."

He wouldn't have it. "No, it's not okay." He pulled back so he could look her in the eye. "No more scares on you from now on. You're like a sister to me, it's high time I started treating you like it." He released her, then started to float away in shame. "You've been through a lot tonight. I'll understand if you don't want to see me for a while."

Fluttershy was on the edge of tears. She put her head down and thought. Then a look of realization came to her and she knew what she had to do. She flew after him, then placed a hoof on his shoulder. "No." Everypony was a bit confused. She turned Fearwing around to face him. "Fearwing, I could never ask you to stop scaring me. It's who you are and I've gotta live with that. You are like family and I'd never want you to change just because of me." She brought him in for another brief hug, then she pulled back and smiled. "But...mabe you could tone it down...just a little...if you don't mind."

He straightened out and assumed the motions. "Cross my heart, hope to fly, stick a cupcake in my eye." Smiles all around they reconvened.

Twilight let out a yawn. "Well, today was exhausting. I think I'll head home and get into bed."

Fearwing stretched out. "_Yawn_ Sounds like a good idea to me."

Pinkie seemed rather disheartened. "Awww, can't we hang out a little longer?" She pointed to the flame Fluttershy set on the ground. "We already got an awesome campfire."

They thought about it for a second, hen Fearwing pointed something out. "Wouldn't be a proper camp-fire without..."

"Smores!" Pinkie had a bag of graham crackers, chocolate, marshmallows, and the roasting sticks ready.

Rarity posed the obvious. "Have you been carrying those around all day?"

The pink earth pony nodded. "You never know."

Fearwing sat next to her and messed with her mane. "That's my sister."

With another shared laugh, they all decided on staying just a bit longer and enjoy the well deserved break.


	7. Chapter 7

The Book of Fearwing

Chapter 7: Best at Being the Worst

or

Fearwing vs. Mare-Do-Well

* * *

><p>Events in Ponyville were taking a turn for the heroic. For the past few days, the town had been graced with it's very own super-hero, the mysterious Mare Do Well. Now, needless to say, the citizens were ecstatic. From town-hall to Sugarcube Corner, from the market square to the train station, the buzz was all about the silent protector and all the good she had been doing. Yes, it could be said that everypony loved Mare-Do-Well. Well...almost everypony.<p>

Rainbow Dash was at an all time low. Though not for lack of trying, she just couldn't seem to get out of the shadow cast by the masked hero. It wasn't so much the cheering or the fame, it was the attention. Rainbow enjoyed being seen, being appreciated. Being praised was just icing on the cake, it was feeling like she really did good that she wanted. Now that her spotlight was out, she just felt...rejected. The thought of being alone, the quiet, made it feel like the love just up and left with the crowd. I'm sure those who know this story are wondering where we are going with it. Well, let me give you an entry point, we join our little Dashie as she mopes.

Rainbow Dash lay face down on a dark little cloud and settled into a state of woe with the simply statement. "I hate being all alone."

Poor Dash, observing no one around, not even Scootaloo, figured now would be a chance for a good cry. She quietly wept for the loss of that warm feeling she once felt. Now, truth be told, she wasn't really alone. As her tears fell, a familiar pair of golden eyes in the dark cloud slowly opened from a long nap. They seemed puzzled, looked around for the sound that woke them, then went from irritated to concerned as they looked up at the mare above them. Fearwing emerged from the cloud and flew around silently as he went to see what was wrong with his friend. "Rainbow?" He said softly with a sympathetic tone.

The cyan pegasus jumped to attention and quickly wiped the tears from her eyes. She turned with a surprised look to see Fearwing, still half sticking out of the cloud. "Fearwing? Uh...h-how long have you been there?"

He came out the rest of the way and sat next to her. "All day."

"Why?" She asked.

The black pegasus brushed back his snow-white mane as he explained. "Well, I came down here this morning to catch somepony by surprise."

Rainbow pushed further. "With what?"

He waved it off. "You don't wanna know. Anyway, I sat there for the longest time waiting for somepony to wander in alone, because I wanted that personal pleasure of the one-on-one look of horror. It took so long and I was still tired from last night's date with Luna; we went dancing. Next thing you know, I'm out like a light." He cut the pride in his escapades and took on the concerned big-brother mantle again. "But enough about me, what's wrong?"

She put on a tough act. "Nothing." She turned away with a huff. "What would make you think something was wrong?"

"You were crying." He placed a hoof on her shoulder. "Come on Dash, you know you can tell me." She pulled away and went back into the cloud. Let it never be said that Fearwing wasn't persistent. He flew around her. "Tell me tell me tell me tell me tell me tell me tell me tell me tell me tell me tell me tell me." To really add into it he poked her on every 'tell me'.

Rainbow finally caved. "Okay!" She sat up and he settled in next to her. She let out a heavy sigh. "I...I've lost my edge. I was really doing good around Ponyville and Now I'm pretty much useless. All because of that stupid Mare-Do-Well."

Fearwing's eyes widened. "Mare Do Well? That lousy, goodie goodie, stick in the mud with the mask. That Mare Do Well?"

She picked up at his anger toward the name. "She's messing up your life too, huh?"

He explained as he glared at the horizon before him. "That masked nuisance has been mucking up my schemes for days. She's why I'm putting so much secrecy into this one. Just the other day, I cornered Diamond Tiara and Silver Spoon with my undead manticore." Rainbow gave him a look, but he just waved it off. "Hay, I have it on good authority that they've been picking on Scootaloo and her friends, so I was in the right on this one. Anyway, I'm about to seal the deal, when miss elusive hero busts out of the shadows and kicks my monster in the face, the impact of which went through and kicked me in the face. Then I rolled down a hill into some mud, do you know how long it takes to get mud out of fun-fur, a long time." He finished this tirade and brought back his concern. "So what did she do to you?"

Rainbow got angry this time. "Just that she sent my name into the mud and took all my fans away. I used to be somepony! Rainbow Dash, the hero of Ponyville, ponies lining up to get my autograph. Then she showed up and...and now nopony needs me anymore. I can't help with anything big without her upstaging me and whatever I can get, I end up looking like a fool for doing."

Fearwing posed a question. "You didn't do that stuff just for the attention, right?"

She defended. "Of course not. I did them because it was the right thing to do. The fans, the fame, all of it just came with the package. I just wanted to help ponies, really make a difference. Now, I've got no fans and nopony needs me anymore."

He was going to reassure her, but was interrupted by a familiar voice. Fearwing hid back in the cloud as a reflex, as Rainbow responded eagerly to young Scootaloo's call. Fearwing watched with a smile, thinking as Rainbow did, that Scoots was going to make everything better. His expression dropped when she explained that she was inviting Rainbow to join her for the thank you parade for Ponyville's greatest hero, Mare Do Well. Rainbow refused, then sadly flew back up to the cloud as the orange pegasus filly trotted away. Fearwing emerged as his cyan counterpart flopped face first into the cloud."Wow...could feel that sting from all the way up here."

Rainbow went on, As Fearwing placed a hoof on her shoulder. "See? Even my number one fan has left me. Nopony loves me anymore."

Fearwing was more than willing to accept as she went for a hug. They were quiet for a bit, then he broke the silence. "...I love you."

She pulled back with a look of shock. "Um...wow. Thanks for the thought and all, Fearwing, but...uh, I don't exactly...swing that way."

He put up his hooves in protest and clarified. "Like a sister, like a sister. Besides, I already knew about that."

Rainbow was confused. "How?"

Fearwing was nonchalant. "I know everything." Though we know the truth, Fearwing wasn't about to let on that he read her diary. "And I know, for sure, that you are, most definitely, important. You do the hero thing because it's the right thing to do, no one would blame you for enjoying the perks. Don't worry about short-stop, she'll come around sooner than the rest. The real problem is Mare Do Well."

She smiled. "I recognize that look in your eye. You have a plan."

He smiled. "Indeed I do." He brought her in close. "The best way to get rid of a super-hero is with a super-villain."

Rainbow tilted her head. "So...you're gonna beat her up?"

Fearwing rolled his eyes, but kept the wicked smile. "No, that would just make me a villain. We need a **Super-**villain."

She questioned. "What's the difference?"

Fearwing struck a pose. "Presentation! Which is just what **you** are gonna give them." Before she could say anything else, he took hold of her. "Come on, let's go to my house." and he flew off with her, obliterating the cloud.

* * *

><p>The flight to Fearwing's tree went smoothly. Rainbow eventually wriggled out of his grasp and they went side by side. They had a nice conversation about tricks they had come up with in their practices. It was during this time that Rainbow realized something that she hadn't thought about before. Fearwing was a great big brother and he carried that beyond Pinkie. Anytime the girls needed him, he was there. Sometimes he would just show up to hang out, or like today, just stop while passing by to say "You look like you could use a pal."<p>

Fearwing's tree-house came into view as he finished speaking. "So I told him, 'Look, I don't care if you're Spitfire's wingpony. I'm not gonna take that from some Canterlot snob.' "

Rainbow was invested. "What did you do?"

He smiled. "I decked him and, to show him up, I made a stunt out of it. Did a spiral-uppercut that wrote 'Fearwing is awesome' in the sky. When he came to and tried to rush me. Soarin stepped in to back me up. Spitfire saw everything, Mr. Snob was booted off the team, and Soarin became the Wonderbolts new number two."

They landed with a light 'clunk' and Rainbow couldn't resist. "So awesome."

Fearwing nodded. "Yes it was. Heh, and home sweet home. Welcome once again, Rainbow my sweet, to the lair of Fearwing Shadowhoof."

Dash looked at the house with a bit of surprise. She remembered it from the last time she was there and the difference was obvious. "It's...uh...looking a little worn." She was right. The boards looked cracked and weakened, the shutters were cracked, the roof was in shambles, and one of the front windows was cracked. Truth be told, it had seen better days.

He waved off the remark. "Oh, nonsense. The old girl may be a bit weathered, but she's still got a lot of spirit left in her. Come on in, we'll start on the plan."

He opened the door and motioned her to enter first. Rainbow had to admit, the inside hadn't changed. It was still in a state that Rarity would call "organized chaos". There was a desk filled with little sketchings, a shelf with all of Fearwing's favorite horror stories, mini-statues of monsters placed decoratively throughout, and the messy bed with black sheets and fluffy white pillows. Rainbow felt that this really was the home of a mad-genius. In her musings, she was knocked off balance. "Woah."

Pinning Rainbow to the ground, stood an earth pony with a light cerulean coat and blueish gray mane. She looked down at rainbow with a big smile and an excited look. "_Bark bark."_

The cyan pegasus couldn't quite grasp what just happened. "What the...?"

Fearwing interrupted. "Awww, look who's up." The earth pony looked up at him, got off of Rainbow, and rushed over happily barking. "Oh, did sweetums miss daddy? Daddy missed you." He cooed as he gently scratched behind her ears. She licked him affectionately.

Rainbow's jaw dropped. "Again, What the...?!"

Fearwing laughed a bit. "What? I got a new pet."

She shook her head. "But...that's Screw Loose." No doubt, it was that very mare sans the straight jacket. However, instead of a messy mane, her mane was clean and brushed nice and fluffy. She also wore a pink collar with a jewel heart on the front. "She escaped from Ponyville General last week."

Screw Loose rolled over on her back and Fearwing gave her a belly rub. "I know, isn't it great. One night I was just minding my own business, then I hear a scratching on my front door. There she was, soaking wet from the rain, giving me the saddest look. I couldn't just leave the poor thing out there, so I took her in, cleaned her up, got her some food. I found her name and patient identification sewn into her straight jacket." He could tell Rainbow was going to ask. "She took her chart with her when she ran out. The last thing I wanted was to let some jerk doctors pump her full of meds so they could "fix" her. Then I thought, 'hay, free puppy'."

Said "puppy" reached up and gave Fearwing a big hug and a loving nuzzle. She released him, then happily trotted over and curled up at the hoof of his bed. Rainbow still couldn't believe it. "Does anypony else know about her? I mean, have you at least told princess Luna."

He looked panicked. "No, especially not Luna. If anypony found out I was keeping her here, they would come and take her away from me. I happen to like my new puppy."

Rainbow took on an authoritative tone. "She's not a puppy, she's a pony. You can't keep another pony as a pet. Not only are there moral issues, but I'm pretty sure there are laws..."

Fearwing rolled his eyes. "Pfft, since when have I ever given two flaps about the law?" His expression grew brighter as he got back on point. "Wait there." He flew over her and across the room to his closet. Rainbow watched curiously as he shuffled about the closets contents. After a few seconds of searching Fearwing bolted out of the closet and rushed her. Before she could blink, Rainbow Dash was being flipped, spun, and dropped on the floor. Fearwing stopped and posed grandly in front of a mirror. "Ta-da!"

She shook off the assault and looked dizzily in his direction. She was surprised to see her reflection. She was now wearing a full-body costume. It had a dark green snake-skin pattern, with a belt, a cobra-hood with red goggles to hide her face, and a fake lizard tail that hid the normal one. "Cool."

He smiled. "Isn't it? I call this one, Cobra Queen."

Rainbow's eyes widened as she realized. "Oh, I get it now. You dress me up as a super villain and I take Mare-do-well down a peg."

Fearwing nodded. "While keeping the fact it's you a secret. However, it's a little more complicated than that." He flew next to her and placed a wing over her shoulder. "See, Dashie, it all comes down to finding a villain that's right for you. Take me for example. It would have been more than simple for me to put on a mask and start scaring ponies, but instead I went into a role that felt good. I've spent years perfecting the fine example of wickedness I am today, so that I could be comfortable in my own skin. Thus Gloomberg Archibald Pie became Fearwing Shadowhoof." He pulled back and faced her. "Now, this little number we have you in deals with minion manipulation. That's been treated with real snake pheromones. You will have complete and total control of all snakes and/or serpentine reptiles. Just picture riding a giant cobra into battle. Now, how does it feel."

Rainbow tried to get a reading for him, one thing that caught her was how it restricted her wings. "It's a little tight and I don't think this will work if I can't fly."

He smiled. "Of coarse, you wanna keep the wings in the picture. We can work with that." He flew back to the closet. "Let's see...ooh! Ooh ooh ooh, how about **Insecto-bird! **Part hawk, part wasp, all predator."

She started pulling the cobra queen suit off. "Nope."

Fearwing puzzled. "Ah, what about **Red Comet.** Your speed and enough body armor, you'll be a living cannonball."

Rainbow was on her back getting her last leg out of the suit. "Too obvious."

He kept going. "**Cycloniac **, tornado powers, everypony loves tornados...except trailer ponies, but who cares about that?"

She got up and stated something she thought was important. "It doesn't have to be something lasting, just something for the moment. An identity I can slip into, then can disappear with Mare Do Well."

Fearwing poked his head out. "Ohhh, you want a flash-bulb arch then."

Rainbow raised an eyebrow. "A what now?"

He clarified. "A villain who escalates to ultimate rival status very quickly, then ends abruptly after a point. Usual this falls to an evil clone or...ah-ha!" He grabbed hold of some measuring tape and zipped over to get the right fitting for Dash. Once he had the numbers, he whisked her into another outfit. This one seemed more to her liking. "Yes...yes, this will do quite nicely. Just one more thing." Fearwing flew to his cabinet and pulled out a potion he'd been saving. He then proceeded to make Rainbow drink it. "This should disguise your voice."

Rainbow tried to catch her breath as she wiped her mouth. "Ech! That was horrible. What were you..." She noticed the major change in her vocals, then smiled. "Hay, listen to me." Her voice had taken a much deeper level, with an almost inherent level of intimidation.

Screwloose sat up on the bed and happily barked for her master's success. Fearwing smiled. "Oh, yeah. This is gonna be perfect."

* * *

><p>The crowd was in a joyful uproar. All of Ponyville had turned out to celebrate the masked hero. Fillies and colts of all ages waited in anticipation as Mayor Mare approached the podium on stage. She clear her throat and addressed the crowd "Welcome to Ponyville's first, but surely not last, thank you parade, in honor of our city's greatest hero, the mysterious Mare Do Well!"<p>

On that line, there came the vigilante in question. She sprang out from behind a huge banner that had been made in her honor. Now, the plan was so very simple. All she had to do was wave a bit, sign an autograph, nod a little, then vanish in the mysterious fashion she and the girls had been using. It seemed like it would be so easy.

Oh, how wrong she was.

There it was. A thunderous boom that left the crowd speechless. A vortex of dark clouds began to storm in and circle overhead. Mare Do Well wasn't expecting this, but the crowd looked frightened, so she stood at the ready. Then came the laugh. "Hehehehe mwahahahaha!" It was a powerful and wicked laugh, but unmistakably feminine. The ponies below followed the laugh up to the roof of a near by building. To their shock, another masked mare looked down on them with wicked intent. Her costume was a mirror image of Mare Do Well's, but the colors were strikingly different. The hat and collar were a crimson red, the cape, hoof wrapping and mask an ominous black, the body suit was a striking yellow, and the eye lenses in the mask were a pale grey. The mystery invader finished her laugh and looked down at the cowering crowd from her imposing stance.

She spoke with a condescending tone. "Well what do we have here? A little thank you party for miss goodie goodie? Blech! All this happy-go-lucky hero-worship makes me sick!"

Mayor Mare tried to regain her position of authority. "Wh-who are you?"

The villain laughed a little "Hehehhaha! Who am I?" She bounded off the roof and landed semi-graceful with a threatening thud close to the crowd. "I am the most fiendish terror that trots in the darkest night, I am the wicked smog that pollutes your air! I am...Negamare!" The mighty proclamation caused a chill to run down the spines of each witness. This bold new villain turned her attention to her counterpart. "Still nothing? Really?! I mean that's just rude! I go through all the trouble of putting together a grand entrance and a deliciously sinister plan to put you to your limits and you wont give me so much as a grunt of defiance?"

Mare Do Well just stood her ground and glared at the villain.

Negamare rolled her eyes. "Fine, be that way. Less I hear from you and about you, the better." The villain soon found a heroic hoof taking her collar with a fierce tug. "Now, now. Let's not get ahead of ourselves. You really don't have the time to deal with me. Hmhmhmmm."

A voice from the crowd called out. "What do you mean?"

"So, **very,** glad you asked." The villain put on a wicked grin under her mask. "I've set something in motion, something even the great Mare Do Well couldn't hope to stop." Negamare locked eyes with her nemesis. "Throughout Ponyville are bombs I've planted, all filled with a deadly gas. When they go off, well...use your imagination. Your choice hero, stay and tussle with me or go looking for those bombs. I'd say you have, ohhh, about seven minuets." The heroine's eyes shot open. "Run."

Mare Do Well dropped Negamare and took off running. The villain got up, dusted off her cape, then gave a bow to the public. "Fillies and gentlecolts, with that I bid you fare well. Mehehahahahaha!" She took off like a fox, her red cape fluttering in the wind as she jumped from the street, to the top of a food stand, to a window ledge, then back to the roof tops.

* * *

><p>Fearwing was being rather chill. After being finished planting all the devices, then bringing in the storm for the grand entrance, he was content to just laze about in his lawn-chair, hidden atop sugar cube corner. He stepped into Pinkie's loft to visit, but she wasn't home. This didn't stop him from helping himself to her secret-sweet-stash. So there he was, a relaxed black pegasus, munching on some oatmeal raisin cookies, waiting for Dash. He had contemplated just what was going to go down with this whole villain routine. Inciting a panic in the populace, several counts of breaking and entering, nothing that he wasn't already doing on a regular basis, but this time was different. Fearwing was wondering if Rainbow was really up for the whole "being evil" thing. Even if it was temporary, she was getting in deep and he was kind of feeling guilty about ushering her into it.<p>

In the midst of his think, Fearwing was pulled back to reality by a thump from near the edge of the roof. Negamare stood triumphant as Fearwing got up and grabbed a water bottle from his cooler, then casually walked over with a smile. The villain lifted her mask to reveal the smiling muzzle of Rainbow Dash. "That. Was. Awesome."

Fearwing laughed a little. "I should say so. Look at you, little miss wicked." He draped a wing over her and gave her the water. "I'm proud of you. Right on your first try and you pulled off a great routine."

Rainbow took a few gulps of water, then gave a quick sigh. "You think so?"

"I know so." He said confidently. "You played it cool, you really worked the voice change perfectly, and I loved the evil laugh. We should do this more often."

Rainbow rolled her eyes and flashed him a grin. "Sorry Fearwing, but this will be Negamare's one and only plan. Sooo, bombs?" She seemed a bit concerned in her question.

Fearwing waved it off. "Just some fancy alarm clocks filled with dry ice and food coloring. It won't hurt a fly, but it'll probably make a few ponies wet themselves and it will most certainly be enough to convince little miss vigilante to get out of the game while she can."

She looked down, almost saddened. "Seems kinda mean spirited."

He raised an eyebrow and stepped back. "You are the villain, remember?" He flew back over his chair and grabbed his last two cookies mid air. "I'm going to go and trip her up a bit. I suggest you limber up a little. I wish we could have had time to make it fit your wings, but we didn't so just run like mad. I put the voice potion in a spray bottle in the cooler. Take a spritz before you go, I heard a little squeak of your normal voice in their a second ago. Then find her, stall her, make sure she runs out of time."

Rainbow trotted over to the cooler and did as instructed with a grumble. "No need to be such a grouch about it. I'm just getting used to being in character. Beside that, how can she possibly get to all the bombs. You must have planted over a hundred of them and they're all about the size of a hoof-ball. She would need to be in five places at once to even have a chance."

Fearwing went wide eyed for a second, then placed a hoof under his chin at the idea. "Yes...Hang on just a sec." He went back to his chair. Fearwing kept a saddle bag with a few things that he liked to have just in case. He removed the gray cloak he wore to hide from pinkie, a skull mask, and two small objects that he held in one hoof. He flew over to Dash, lifted her mask on the right side so her ear stuck out, then placed one of the objects in it. Before she could question, he gave an explanation. "It's a communication device. Celestia has a team of scientists working on them for the colts in gold. It's gonna take them a decade or so, but they don't exactly have my superior evil intellect. I wanna keep in check with this job. Mare Do Well might be a poser, but she's a wily one."

He stepped back and went back into thought. "You said she used magic to fix the dam, you saw her horn, and you say that she flew over head with **wings**? Are you sure it wasn't levitation?"

Rainbow shook her head. "Nope, wings. Most definitely wings." Then the thought he was considering donned on her. "You don't think..."

Fearwing sighed. "It's an idea. Frankly it could be either, but then again... Forget it." He flapped his wings and rose off the ground. He kept talking while he put on his cloak and mask. "Let's focus on the task at hoof and take it to the punk." With that they separated and went to their task.

* * *

><p>Mare Do Well searched frantically for any sign of the devices. Search as she might, they were remarkably well hidden. Every so often, one would show up in a mail box, or buried under some hay. Two minuets down, five to go and no way of knowing how many of these things were out there. She didn't even know what to do with them. This was getting way out of hoof. Her magic lifted her hat and a violet aura lifted up several benches, carts and stands. Five more bombs, one less minute.<p>

As if that weren't enough, something came out of nowhere and tackled her. She shook off the impact and looked up at the cloaked figure with the skull mask that pinned her. "Sorry miss," He spoke in a raspy, deep,voice with a Trottingham accent. "Boss don't want you spoilin' her plans. Ah, so yer a unicorn are ya? Well, now I wonder who that could be, but now wait...wait." She struggled to get away, but he was too strong. When she tried to use her magic, he clapped some kind of ring around her horn. "No parlor tricks with me miss. That ring is made of a very special mineral, Celestia's guard use it to nullify the magic of troublesome unicorns. Now No need to struggle, cause there ain't no point. You and me are just gonna sit here until the boss's plan..."

"Fearwing? You there?" Came a little voice in the cloaked stallions ear.

"Yeah?" He replied gruffly.

"She's heading down Chestnut Road. She's quick, like...really quick!"

'Impossible' Thought our anti-hero as he turned a surprized gaze on his captive. "Can you get her?"

"Hang on...gah...woah ha! Take this! And Yes! Hog tied and strung up on a lamp post. She had reach, but I had flexibility. The day is ours! Mwahahahahaha!" Fearwing nodded and smiled for a moment at the enthusiasm.

"Good boss. Cause _I_ got her three blocks over." He said with a puzzled eye roll.

"What?!" He winced. "That's not...I don't even...but then at the..."

"Yeah and thank you for blowing out my eardrum. Wait..." He heard a stealthy flap and sharply looked back to see a third Mare Do Well. This one saw him see her, then looked startled then booked like a frightened church mouse. "Ah-ha, the old doppelganger hat-trick. Negamare We got another, she just flew off with three more of the bombs. You grab her and I'll keep up the ghost. It looks like it's gonna be a long few minutes." Her cut the comm, then looked at his captive. Fearwing could just tell she was forcing a smile.

He subsequently tied her up and shoved her in a broom closet.

* * *

><p>This was going bad. It was the only way Mare Do Well number four could describe it. There was an old warehouse That had gone unused for years. It was a long shot, but she had a hunch it would be a great place to stash something nopony wanted found. Sure enough, amidst the broken boards and cob webs, she found seventeen bombs. It was good, but this was becoming more than just teaching a friend a lesson. Now this...Negamare shows up and makes things incredibly more dangerous.<p>

It was when she was going to usher out the devices to be disposed of that the danger really sunk in, as an ominous black shadow fell over her. "Well, hello there." She turned and stood defiantly as she faced a cloaked figure in the open window. "I don't know what kind of game you and your little pals thought you were getting into, but I hope this little experience will set it straight in your minds that a hero brings nothing but trouble." He jumped down and landed like a phantom. "I could have rushed you, taken you by surprise like the magic user, but you look like you might have a bit more fight in you." Fearwing cracked his neck and the mare in the mask stretched out like she was more than ready to rumble. He smiled beneath his skull mask. "Come on, let's dance."

They each bolted toward each other in a weaving motion. They locked their gazes and never let them slip. Fearwing was ready and like a flash of lightening, she missed a step by just a fraction of an inch and he acted on it. A swoop to the right and he brought his right foreleg hard into her side. It knocked her back, allowing him to deliver two quick jabs and a left cross to her cheek. He brought his right in, but Mare Do Well dodged and slammed all her weight into him in one charge. It caught him off guard and made his cloak flap as he fell back. He steadied himself, but was immediately bucked square in the chest with a force that knocked the wind out of him.

She tried to move in to detain the still cloaked figure, but stopped. He coughed and gasped, obviously trying to catch his breath again. He could see she was concerned. "Yeah give me a second...Nnnnngh! Nice kick. Okay." He took a deep breath. Then started to move forward, but he didn't see the edge of his cloak caught on a loose nail on the floor. With a sudden tug, the cloak was yanked off of him and the mask with it.

Mare Do Well's mask couldn't hide the shock. Fearwing reacted in kind, stopped, then looked over himself. He lowered his head and sighed. "So much for dramatic effect." He was puzzled by her reaction. " What? Do I have something in my mane? Oh...Ohhh. You know me, and the only ponies that know me are the ones I , doesn't matter." He spread his wings, charged at her, her and flew her through a beam and into an upper corner with a crash. "I'm gonna make you sorry you ever messed with me and my friend."

She was pinned, but not out. With a thrust, Mare Do Well clocked our wicked friend square between the eyes with a head-butt. This made him drop her, but she brought him with her. They hit the floor with a thud and she ran with him into another support. While he was against the wall, she turned bucked with all her might, but he got out of the way. The kick shattered the beam and the two returned to staring each other down.

Their intense moment was interrupted by a clack of wood against wood. They turned and saw a board on the floor, then another fell from the ceiling, then a chunk of another beam. The whole ware house began to buckle and shake. As the collapse seemed unavoidable, Fearwing couldn't help but comment. "You know, in retrospect, this place might not have been the best location for our big showdown."

The last thing the two saw was the roof coming down.

* * *

><p><strong>A few hours later.<strong>

Fearwing had a splitting headache. He tried to move, but then felt a sharp pain in his wing. With a reluctant struggle, he pulled himself up. After trying to piece together just what had happened, he realized he was in a bed at Ponyville General. He looked to the window and saw the sun was setting. He crawled out of bed and swayed from the rush. It was at this moment that he noticed he couldn't move his left wing. It was tightly secured in a sling. There was also bandages wrapped around his staggered forward, trying to leave, when two nurses blocked him.

Nurse Coldheart spoke first. "Sir, please, return to your bed."

Fearwing clumsily advanced."Out of my way." He managed to grumble. He was in an enclosed space, he was disoriented and he wanted out...now.

Nurse Redheart was next to protest as she and her colleague tried to block him. "Sir, you've been hurt and you've been unconscious for hours, we need to..."

"Move!" he grunted and he shoved Coldheart and sent her sliding across the room, then rushed passed Redheart. He only got a few feet before his head started pounding and he fell to his knees.

Before Fearwing could even collect himself, Twilight and Fluttershy were at either side. Flutters got in close and gave him a gentle hug. "You're awake! Oh thank goodness, we were so worried!" She nuzzled him like he was one of her animal friends.

Twilight looked over to the still dazed nursed across the room and knelt down next to her injured friend. "I knew one of us should have stayed with you in case you woke up." The look of concern was clear. "Come on, let's get you back in bed."

He was about to protest, but he was already being lifted by Twilight's magic and being levitated back to his hospital bed while Fluttershy held his hoof. They lowered him down as gently as possible onto his bed. Fluttershy tucked him in and Twilight fluffed his pillow. Fearwing felt a bit awkward with all the pampering, but he just ended up accepting it. He let his forelegs fall over the covers, and Fluttershy placed hers over his left. "Are you comfortable?"

"Very." He said with a relaxed sigh. "But you girls don't need to fuss so much."

Twilight still looked worried about him. "You were out for hours and the doctors were concerned about the blow to your head. Are you sure you're alright. We could get you a drink or an ice-pack or..."

Fearwing waved it off. "Nah, I'll be fine. Does Pinkie know I'm here?"

Fluttershy nodded. "She's in the waiting room with the others. Once the nurses bring them the news that your up, I'm sure she'll be right in."

Twilight added in. "I also had Spike send a letter to Princess Luna."

The door to Fearwing's room swung open and there was Pinkie, standing on her hind legs, holding the doors open, and looking around frantically. Once she saw her brother, her eyes lit up and a big smile spread across her face. She rushed over and gave him a big hug, being careful not to put any pressure on his wing. "Oh, I'm so happy your okay!" She pulled back with a sad look and a little frown. "I was so so so so so so so so so so worried."

Rarity and Rainbow Dash were the next to enter. The white unicorn quickly trotted to his side. "Oh, Fearwing, darling, Thank goodness you're awake." She checked his temperature and fussed over him to make sure he was taken care of. "When I heard what happened I dropped everything and rushed right over."

Rainbow flew over and hovered at the foot of his bed. "You got pretty roughed up there buddy."

Fearwing laughed a little. "You should see the other guy."

Rainbow raised an eyebrow and looked to the door with a sly grin. "Speaking of which. Come on A.J. What's the hold up?" She called.

"I'm commin' I'm commin'. Can't exactly run like this." In came AppleJack, slowly but surely. She tried to quicken her pace, but it was a bit painful. "Ow, ow, ow, ow, ow, ow." Fearwing held a hoof to his mouth to keep from busting out laughing. Last thing he saw before he took a blow to the head was Mare Do Well getting pinned between too beams at the flank, like a shrimp in a pair of chopsticks. His eyes widened and his chuckle became less controlled as the familiar farm pony came in with her rump in a cast. in covered everything between her waits and half way down her thighs.

AppleJack came in just in time for Fearwing and Rainbow to bust out in laugh. "Oh, ha ha. Very funny you two. Big Macintosh ain't gonna be too happy that he's gonna have to handle most of the chores this week and doc says I won't be doin' no buckin' for a while."

Fearwing wiped a tear from his eye as he caught his breath from laughing so hard. "Awww, poor baby. Want me to kiss it better?"

She rolled her eyes and turned her flank to him as she went to get a chair with a better cushion. "Yeah, go ahead and pucker up ya jerk."

Fearwing gave a little laugh then fell back into his pillow. "Heh, you know, this really makes a guy feel special. So many smiling faces. Ponies who care for him and care about him. Sticking by his side in his time of need. Making sure he gets the love and attention that can help him through an injury. Dropping everything to help because I'm in trouble aren't I?"

They all nodded in unison and Twilight explained in a worried and nervous tone. "After we saw the ware house collapse, we dropped everything to help. I assume you've figured out that Mare Do Well was actually me, Fluttershy, AppleJack and Pinkie." he nodded. "Well we managed to get free after you and Rainbow captured us. We saw the ware house collapse and then we spotted you and A.J. in the rubble. We yanked off our masks and rushed to help. In the midst of digging you two out and explaining the situation, the gas bombs went off."

Rarity continued. "It was mass hysteria. We know it was fake, but the rest of Ponyville didn't. They ran about in a panic, some started gagging out of the whole mind over matter concept and some flooded out in a rushed evac attempt. Some of the poor dears got hurt tripping over each other."

Pinkie broke in excitedly. "Then Princess Celestia teleported in with a huge flash and then her eyes and got all glowy and she flapped her wings and blew all the yucky fog away. Woosh!"

Twilight finished. "The mayor had spike send a letter after the big Negamare reveal. After it was clear, The princess saw us all in costume and pieced it together. First priority was getting you and AppleJack medical attention, then we had to explain..."

Fearwing sighed and closed his eyes. "She's waiting outside isn't she?"

"Yes I am." In entered Celestia. She unfurled her wings after she cleared the door. She had a hard look and was fixing it on Fearwing and the girls.

before she could speak, who should push past her but her little sister. Luna had a look of concern as she entered. It turned into a glare to her coltfriend as she approached. "First I'm going to tell you that this was one of the most reckless, cruel, dangerous things you've ever done. That the destruction, pain, and mayhem it has brought is close to what Discord brought to the table. It's only because I love you that you aren't in the hospital wing of the nearest prison right now and I'm so angry, it's taking every ounce of my restraint right now **to not bite your head off!**" She said the last few words in her Canterlot voice. At this point she was hovering over Fearwing getting right in his face as he shrank back. "Second," She lowered her wings and let herself fall into a hug around him. She then gave him a big kiss then smiled with tears in her eyes. "Because I love you, I am overjoyed that you're okay. I thought I told you not to scare me like that."

The two shared an embrace. Those around them were touched by this moment, but Celestia was still on the matter at hoof. "While I am glad to see you and AppleJack have recovered, I want to get down to business. Now, I hope you all understand the trouble you've caused."

Twilight held her head low. "Yes, princess. We should have just left well enough alone. We thought Mare Do Well was something that could help Rainbow understand that it was the good she was doing and not the glory that was important."

Fluttershy continued. "But we should have just talked to her about it. Instead of helping her, we just made things worse."

Rainbow stepped forward. "It didn't help that I was being such a jerk about it. I let my jealousy get the better of me and it turned me into the exact opposite of what I wanted to be."

Celestia took a breath and took a more sympathetic tone. "I know. You don't need to be hard on yourself." She hardened her look and turned her attention to Fearwing. "As for you!"

Fearwing was a bit surprised by being targeted, but kept a calm composition. "Hey, what I did was in the name of friendship and loyalty."

Celestia scowled. "What you did was perform an act of terror that caused harm to yourself, your friends, and the whole of Ponyville."

He rolled his eyes. "The gas was fake."

"But the aftermath of the town's mob panic was very real!" The other non-royals, especially Twilight, were stunned at Fearwing's calm defiance. The sun princess took a breath. "I understand you had the best intentions at heart, but there are times when you go too far and there are consequences to your actions. I hope you will understand when you are helping repair the damages done in your green fog."

The black pegasus remained nonchalant. "Yeah, I'm not doing that."

Celestia's eyes widened and everypony was stunned. Rarity even fainted, but she was fine...her fall was cushioned because Twilight went down first. The white alicorn narrowed her gaze. "You know I could just as easily call the guards and have you dragged back to the castle dungeon, then plaster your face all over Equestria as a criminal and enemy to the nation."

He kept his eyes locked with hers, then he gave a slick little grin. "Yeah, Tia...you could. Question is...would you?"

Everypony turned dead silent. The same mouth agape, wide eyed expression was shared among all the witnesses to Fearwing's bold challenge to the princess of the sun. Save for twilight and Rarity, who had just began to stir when that shock hit them again and they collapsed atop each other. Celestia was dumbstruck and Fearwing just grinned at her. The silence was broken by an audible 'Pomf' and eyes suddenly turned to Luna. She blushed. "I'll...umm...go wait out in the hall, or maybe a broom closet." It was not a proud moment as she scurried out the door, face redder by the second. Dash held back a laugh, less she face the wrath of the moon.

Celestia didn't know what to say to Fearwing. He was a rebel, in every sense of the word. He was like Discord, only worse. Fearwing had pull. She lulled over everything, making the seconds seem like hours. Fearwing had an influence over Equestria's underworld. This wasn't the first time he butted heads with her. Celestia knew full-well that Fearwing had some of the most vile villains and creature's on call as either friends or lackeys. One more powerful string he had wrapped around his hoof...he was her friend. It was a very complex one, but it was still a friendship. Plus that little moment of embarrassment for Luna was a reminder of what sealed the deal. Celestia loved her sister, who loved Fearwing very much.

Celestia gave one more sigh, in a tone that signaled to Fearwing that he had one. "Can we all just agree that Mare Do Well and Negamare should be put to rest?"

Everypony nodded and Fearwing smiled in victory. "Of course. no more masked weirdos and they all lived happily ever after."

The sun princess rolled her eyes. "For those of us not bed-ridden, how about we go get some ice-cream, my treat?" As a small cheer for the affirmative rose among the six, Fearwing raised an eye brow that said touche.

With that, they left him. Well, almost everypony left. Rainbow stayed behind, went back, and gave him a hug. "Thanks for helping me out. Even if I wasn't exactly all in the green on this one, it was good to have somepony by my side."

He returned the hug. "Anytime." The black pegasus patted his multicolored friend on the back and sent her to join the others.

Luna returned from her shame and entered as the cyan pegasus left. She gave Fearwing a teasing look, which he returned, then produced a small white Styrofoam container. She trotted over and motioned for him to scoot over. Once she had enough space, she curled up beside him. Using her magic, she presented and opened the was a vanilla ice cream sundae with a dark chocolate drizzle and Fearwing's favorite gummy-bat candies sprinkled on top. "One thing about being the bad guys," she said with a warm smile as she materialized two spoons and passed one to him. "we get to break the rules a little."

Fearwing gave a nuzzle and a peck on the cheek. "That's my girl." The two sat and enjoyed their treat and each other, until Luna had to leave to tend to the night. Mare Do well and Celestia defeated, Rainbow's spirit lifted and her ego avenged, and some sweet down-time with Luna. Our wicked friend nestled comfortably under the covers of the hospital bed, contented with today's victory.


End file.
